Titel

2014003194

25 APRIL 2014. - Act on the legal status and supervision of credit institutions [...]. (Cited as: Banking Act) (Heading amended by Act of 25 October 2016, art. 2, 009; Entry into force: 01-12-2016) <Heading amended by Act of 20 July 2022, art. 292, 031; Entry into force: 06-10-2022> (NOTE: Consultation of earlier versions from 07-05-2014 and text updates until 24-12-2025)

Source:
Finance - Justice

Publication:
7 May 2014

Number:
2014003194

page:
36794

File number:
2014-04-25/08

Entry into force:
7 May 2014

This text has amended the following texts:

1993003235

2014003194

36 archived versions

77 implementing decisions

Table of Contents

BOOK I.

SCOPE - DEFINITIONS - GENERAL PROVISIONS
TITLE I.
Scope
Art. 1-2
TITLE II.
Definitions
Art. 3-4
TITLE III.
Reserved names
CHAPTER I.
Name of credit institutions
Art. 5
CHAPTER II.
Credit institutions allowed to issue covered bonds
Art. 6
BOOK II.
CREDIT INSTITUTIONS GOVERNED BY BELGIAN LAW
TITLE I.
Access to the business
CHAPTER I.
Licence
Section I.
Requirement for a licence
Art. 7
Section II.
Procedure
Art. 8-14, 14/1
CHAPTER II.
Licence conditions
Section I.
General provisions
Art. 15
Section II.
Company form
Art. 16
Section III.
Share capital
Art. 17
Section IV.
Shareholders or partners
Art. 18
Section V.
Management
Art. 19-20
Section VI.
Organisation
Subsection I.
General principles
Art. 21-22
Subsection II.
Company bodies
Art. 23-24, 24bis, 25-26, 26/1
Subsection III.
Establishment of committees within the statutory governing body
Art. 27-34
Subsection IV.
Operational independent control functions
Art. 35-40
Subsection V.
[1 - Specific organisation for the provision of investment services, the sale of structured deposits and the provision of advice to clients in connection with such products]1 Art. 41-42, 42/1, 42/2
Section VII.
Main management body
Art. 43
Section VIII.
Deposit protection
Art. 44
TITLE II.
Conditions for the exercise of the business
CHAPTER I.
General provisions
Art. 45
CHAPTER II.
Changes in the capital structure
Art. 46-53, 53/1, 54
CHAPTER III.
General operating conditions
Section I.
Minimum own funds
Art. 55
Section II.
Management and leaders
Subsection I.
Supervision and assessment by the statutory governing body
Art. 56-58
Subsection II.
Measures to be taken by the management committee
Art. 59, 59/1
Subsection III.
Appointments, dismissals and exercise of external functions
Art. 60-62, 62/1
Section III.
Risk management
Subsection I.
Treatment of risks
Art. 63
Subsection II.
Management of risks related to the provision of investment services
Art. 64-65, 65/1, 65/2, 65/3
Section IV.
Outsourcing
Art. 66
Section V.
The remuneration policy and its implementation
Subsection I.
Principles
Art. 67-70
Subsection II.
Credit institutions that have received exceptional public support
Art. 71
Section VI.
[1 - Transactions of credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, that are restricted or prohibited and payments that may be declared void.]1 Subsection I.
[1 - Transactions with group entities, with leaders and with connected persons]1 Art. 72, 72/1, 73 Subsection II.
Use of funds and assets
Art. 74
Section VI/1.
[1 - Transactions of credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, that are restricted or prohibited and payments that may be declared void and retention of client funds.]1 Art. 74/1, 74/2, 74/3
Section VII.
Disclosure of information on the situation of the credit institution
Art. 75
Section VIII.
[1 - Transparency regarding the engagement policy]1 Art. 75/1, 75/2
CHAPTER IV.
Special transactions
Section I.
Changes in the programme of activities
Art. 76
Section II.
Strategic decisions, investment decisions and mergers and transfers between credit institutions
Art. 77-78
Section III.
Provisions on the issuance of Belgian covered bonds
Art. 79-84, 84/1
Section IV.
Opening or acquisition of subsidiaries abroad
Art. 85
Section V.
Exercise of activities abroad
Subsection I.
Opening of branches abroad
Art. 86-88, 88/1, 89
Subsection II.
Free provision of banking services abroad
Art. 90-91
Subsection III.
Exercise of banking activities by specialised subsidiaries of credit institutions in another Member State
Art. 92
Subsection IV.
Exercise of activities in a participating Member State
Art. 93
CHAPTER V.
Regulatory standards and obligations
Section I.
Prudential management of own funds and liquidity
Art. 94
Section II.
Global requirement for a tier 1 core capital buffer
Art. 95-96
Section II/1 FUTURE LAW.

[1 - Leverage ratio buffer requirement]1
Art. 96/1
Section III.

Macroprudential or systemic risk
Art. 97
Section IV.
Regulatory power of the Bank
Art. 98
Section V.
[1 - Measures aimed at the recapitalisation of own funds]1 Subsection I.
[1 - Restrictions on distributions relating to any of the tier 1 core capital components in the event of non-compliance with the global requirement for a tier 1 core capital buffer]1 Art. 98/1, 99-102 Subsection I/1 FUTURE LAW.

[1 - Restrictions on distributions relating to any of the core capital components in the event of non-compliance with the leverage ratio buffer requirement]1 Art. 102/1. FUTURE LAW Art. 102/2. FUTURE LAW Art. 102/3. FUTURE LAW Art. 102/4. FUTURE LAW Art. 102/5 Subsection I/2. [1 - Common provision]1 Art. 103 Subsection II.

Capital conservation plan
Art. 104
Art. 104 FUTURE LAW
Art. 105
CHAPTER VI.
Periodic information provision and accounting rules
Art. 106, 106/1, 107
CHAPTER VII.
Recovery plans
Section I.
Preparation of recovery plans
Art. 108-113
Section II.
Assessment of recovery plans
Art. 114-116
CHAPTER VIII.
Structure of activities
Section I.
Scope and definitions
Art. 117-118
Section II.
Prohibition of proprietary trading
Art. 119-127
Section III.
Relations with trading entities
Art. 128-131
Section IV.
Various provisions
Art. 132-133
TITLE III.
Supervision of credit institutions
CHAPTER I.
Supervision by the supervisor and the FSMA
Art. 134-136, 136/1, 136/2, 137-140
CHAPTER II.
Prudential supervision procedure
Section I.
Prudential supervision programme
Art. 141
Section II.
Prudential assessment and evaluation procedure
Art. 142, 142/1, 142/2, 143
Section III.
Investigation of internal approaches and methods
Art. 144-147
Section IV.
Stress tests
Art. 148
Section V.
Prudential measures
Art. 149-150, 150/1, 150//2, 150/3, 150/4, 150/5, 150/6, 151-153
Section VI.

Art. 154
CHAPTER III.

Supervision of activities exercised in another Member State
Section I.
Definitions
Art. 155
Section II.
Supervision of activities
Art. 156
Section III.
Exceptional measures
Art. 157
Section IV.
Cooperation
Art. 158
Section V.
Significant branches
Art. 159-161
Section VI.
On-site inspections
Art. 162
Section VII.
Situations where a Belgian credit institution has established a branch in a participating Member State
Art. 163
CHAPTER IV.
Group supervision
Section I.
Definitions
Art. 164
Section II.
[1 - Supervision on a consolidated basis of credit institutions]1 Subsection I.
Scope
Art. 165-168, 168/1, 169-170
Subsection II.
[1 - Measures to facilitate consolidated supervision]1 Art. 171, 171/1, 172-181, 181/1, 182 Subsection III.
Other application cases
Art. 183, 183/1, 184
Section III.
Supplementary conglomerate supervision
Subsection I.
Scope
Art. 185-195
Subsection II.
Measures to facilitate supplementary conglomerate supervision
Art. 196-201
Subsection III.
Other application cases
Art. 202
Section IV.
Common provisions
Subsection I.
Principles
Art. 203-204
Subsection II.
[1 - Parent undertakings]1
Art. 205-212
Subsection II/1.
[1 - Approval of and supervision over financial parent holdings and mixed financial parent holdings governed by Belgian law when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1 A. [1 Obligation to approve]1 Art. 212/1, 212/2 B. [1 Approval procedure]1 Art. 212/3, 212/4 C. [1 Conditions for approval]1 Art. 212/5 D. [1 Supervision and supervisory measures]1 Art. 212/6, 212/7 Subsection II/2. [1 - Approval of and supervision over financial parent holdings and mixed financial parent holdings governed by Belgian law when another competent authority than the supervisor is designated as the consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and when another competent authority is designated as coordinator in accordance with Article 10 of Directive 2002/87/EG]1 Art. 212/8 Subsection II/3. [1 - Approval of and supervision over financial holdings and mixed financial holdings subject to the law of another Member State when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1 Art. 212/9, 212/10, 212/11 Subsection III.
Measures to facilitate group supervision
Art. 213-218
Subsection IV.
[1 - Parent undertakings subject to the law of a third country]1 Art. 218/1, 218/2, 219
CHAPTER V.
Audit supervision
Art. 220-225, 225/1
TITLE IV.
Resolution plans
CHAPTER I.
Preparation of resolution plans
Art. 226-229
CHAPTER II.
Assessment of resolution plans
Section I.
Assessment of resolvability of credit institutions
Art. 230
Section I/1.
[1 - Power to prohibit certain distributions]1 Art. 230/1, 230/2, 230/3, 230/4
Section II.
Reduction or elimination of obstacles to the resolvability of credit institutions
Art. 231, 231/1, 232, 232/1
TITLE V.
Withdrawal of the licence
Art. 233
TITLE VI.
Recovery measures
CHAPTER I.
Compulsory measures
Art. 234
CHAPTER II.
Implementation of the recovery plan
Art. 235
CHAPTER III.
Exceptional recovery measures
Art. 236, 236/1, 237-238
TITLE VII.
Federations of credit institutions
Art. 239-241
TITLE VIII.
Resolution of credit institutions
CHAPTER I.
Definitions
Art. 242
CHAPTER II.
Objectives, conditions and general principles of resolution
Section I.
Objectives of resolution
Art. 243
Section II.
Conditions for initiating a resolution procedure
Art. 244, 244/1
Section II/1.
[1 - Power to suspend payment or delivery obligations prior to resolution or liquidation]1 Art. 244/2
Section III.
General principles on resolution
Art. 245
CHAPTER III.
Valuation
Art. 246-249
CHAPTER IV.
[1 - Write-down or conversion of relevant capital instruments and eligible liabilities]1 Art. 250-254
CHAPTER V.
Resolution instruments
Section I.
Principles
Art. 255
Section II.
Sale of business instrument
Art. 256-259
Section III.
Bridge institution instrument
Art. 260-264
Section IV.
Asset separation instrument
Art. 265-267
Section IV/1.
[1 - Internal bail-in instrument]1
Subsection 1.
[1 - Purpose and scope]1
Art. 267/1, 267/2
Subsection 2.
[1 - Minimum requirement for own funds and eligible liabilities]1 Art. 267/3, 267/4, 267/5, 267/5/1, 267/5/2, 267/5/3, 267/5/4, 267/5/5, 267/5/6, 267/5/7, 267/5/8, 267/5/9 Subsection 3.
[1 - Implementation of the internal bail-in instrument]1 Art. 267/6, 267/7, 267/8, 267/9, 267/10, 267/11, 267/12, 267/13, 267/14, 267/15
Section V.
Common provisions concerning the resolution instruments
Art. 268-269, 269/1, 270-273, 273/1, 274-275
CHAPTER VI.
Resolution powers
Section I.
General powers
Art. 276
Section II.
Supplementary powers
Art. 277-278
Section III.
Power to impose the provision of services and facilities
Art. 279
Section IV.
Power to [1 suspend payment and delivery obligations]1, limit the enforceability of security rights and suspend termination rights
Art. 280, 280/1
Section V.
Exercise of resolution powers
Art. 281
Section VI.
[1 Power regarding assets, rights, obligations, shares and other ownership instruments located in third countries]1
Art. 281/1
CHAPTER VI/1.
[1 Power to enforce measures taken by other Member States]1
Art. 281/2
CHAPTER VII.
Safeguard measures
Section I.
[1 Protection of shareholders and creditors in the event of partial transfer and application of the internal bail-in instrument]1
Art. 282-284
Section II.
Protection for security arrangements
Art. 285
Section III.
Protection for structured finance contracts, financial collateral arrangements and netting agreements
Art. 286
Section IV.
Exclusion of certain contractual rights
Art. 287
Section V.
Protection of payment and settlement systems, central counterparties and central banks
Art. 288
Section VI.
Protection of employees
Art. 289-290
CHAPTER VIII.
Procedural requirements [1 and implementation of resolution measures]1
Art. 291, 291/1, 292-295, 295/1
CHAPTER IX.
Judicial review
Section I.

Art. 296-304
Section II.

Appeal
Art. 305-310
CHAPTER X.
Resolution of cross-border groups
Art. 311
BOOK III.
CREDIT INSTITUTIONS GOVERNED BY FOREIGN LAW
TITLE I.
Branches and activities carried out in Belgium under the freedom to provide services by credit institutions subject to the law of another Member State
CHAPTER I.
Access to the business in Belgium
Art. 312-314
CHAPTER II.
Business exercise
Art. 315-316
CHAPTER III.
Periodic information provision and accounting rules
Art. 317-318
CHAPTER IV.
Supervision of branches
Section I.
The supervisor in its capacity as the host Member State authority
Art. 319-321
Section II.
Significant branches
Art. 322-323
Section III.
On-site inspections
Art. 324-326
CHAPTER V.
Exceptional measures
Art. 327-330
CHAPTER VI.
Situations where activities in Belgium are carried out by an institution subject to the law of a participating Member State
Art. 331
CHAPTER VII.
Specialised subsidiaries of credit institutions subject to the law of another Member State
Art. 332
TITLE II.
Branches in Belgium of credit institutions from third countries
CHAPTER I.
Access to the business in Belgium
Art. 333-334
CHAPTER II.
Business exercise
Art. 335-336
CHAPTER III.
Supervision
Art. 337, 337/1, 338, 338/1, 339
CHAPTER IV.
Withdrawal, exceptional measures, sanctions
Art. 340
TITLE III.
Representative offices
Art. 341-344
BOOK IV.
PENALTIES AND OTHER COERCIVE MEASURES
Art. 345-346, 346/1
BOOK V.
SANCTIONS
TITLE I.
Administrative fines
Art. 347
TITLE II.
Criminal sanctions
Art. 348-352
BOOK VI.
RULES OF PRIVATE INTERNATIONAL LAW REGARDING RECOVERY MEASURES AND LIQUIDATION PROCEDURES
TITLE I.
Recovery measures
CHAPTER I.
Jurisdiction rules and recognition of foreign measures
Art. 353-354, 354/1
CHAPTER II.
Consultation and information
Art. 355-357
CHAPTER III.
Branches of credit institutions subject to third countries
Art. 358
TITLE II.
Liquidation procedures
CHAPTER I.
Jurisdiction rules and recognition of foreign measures
Art. 359-360
CHAPTER II.
Procedures concerning credit institutions governed by Belgian law
Section I.
Consultation and information exchange
Art. 361-364
Section II.
Procedural elements - Applicable law
Art. 365-366
Section III.
Withdrawal of the licence
Art. 367
TITLE III.
Rules applicable to both recovery measures and liquidation procedures
CHAPTER I.
Voluntary liquidation or liquidation following a judicial dissolution
Art. 368
CHAPTER II.
Exceptions to or nuances of the application of Belgian law as procedural law
Art. 369-374
CHAPTER III.
Recovery commissioners and liquidators
Section I.
Recognition of foreign measures and procedures
Art. 375-376
Section II.
Belgian recovery commissioners and liquidators
Art. 377
TITLE IV.
[1 Supplementary provision]1
Art. 377./1
BOOK VII.
SUBSTANTIVE LAW ASPECTS
Art. 378-379, 379/1
BOOK VIII.
[1 - INVESTOR AND DEPOSIT PROTECTION SCHEMES]1 TITLE I.
[1 - Deposit protection scheme]1
Art. 379/2, 380-381, 381/1, 382-384, 384/1
Title II.
[1 Investor protection scheme"]1
Art. 384/2, 384/3, 384/4, 384/5, 384/6
BOOK IX.
FINAL, AMENDING,
TITLE I.
Final provisions and various provisions
Art. 385-389, 389/1
TITLE II.
Amending provisions
Art. 390-405
TITLE III.
Transitional provisions
Art. 406-419, 419/1, 419/2, 419/3, 420, 420/1, 420/2 TITLE IV.
Repeal provision
Art. 421
BOOK X.
ENTRY INTO FORCE
Art. 422
BOOK XI.
[1 - RECOVERY AND RESOLUTION OF GROUPS]1
TITLE I.
[1 - Definitions]1
Art. 423
TITLE II.
[1 - Scope]1
Art. 424
TITLE III.
[1 - Group recovery plans]1
CHAPTER I.
[1 - Preparation of group recovery plans]1
Art. 425-429
CHAPTER II.
[1 - Assessment of group recovery plans]1
Section I.
[1 - Assessment of group recovery plans drawn up by a Belgian EEA parent undertaking]1 Art. 430-435
Section II.
[1 - Assessment of group recovery plans drawn up by an EEA parent undertaking in another Member State]1 Art. 436
Section III.
[1 - Common provisions]1
Art. 437-438
TITLE III/1.
[1 Financial support within a group]1
Art. 438/1, 438/2, 438/3, 438/4, 438/5, 438/6, 438/7, 438/8, 438/9, 438/10, 438/11, 438/12 TITLE III/2.
[1 Coordination of recovery measures regarding groups]1
Art. 438/13, 438/14, 438/15, 438/16, 438/17
TITLE IV.
[1 - Group resolution plans]1
CHAPTER I.
[1 - Preparation of group resolution plans]1
Section I.
[1 - Resolution plans of Belgian groups]1
Art. 439-445
Section II.
[1 - Resolution plans of foreign groups]1
Art. 446-447
CHAPTER II.
[1 - Assessment of group resolution plans]1
Section I.
[1 - Assessment of the resolvability of groups]1 Art. 448
Section II.
[1 - Reduction or elimination of obstacles to the resolvability of Belgian groups]1 Art. 449, 449/1, 450, 450/1, 450/2
Section III.
[1 - Reduction or elimination of obstacles to the resolvability of foreign groups]1 Art. 451
Section IV.
[1 - Common provision]1
Art. 452
TITLE V.
[1 - Resolution of groups]1
CHAPTER I.
[1 - Scope]1
Art. 453
CHAPTER II.
[1 - Objectives, conditions and general principles of resolution]1
Section I.
[1 - Conditions for initiating a resolution procedure]1 Art. 454
Section II.
[1 - General principles on resolution]1
Art. 455-456
CHAPTER III.
[1 - Write-down or conversion of relevant capital instruments and eligible liabilities]1 Art. 457-458
CHAPTER IV.
[1 - Resolution instruments]1
Section I.
[1 - Procedure for determining the minimum requirement for own funds and eligible liabilities]1 Art. 459-462
Section II.
[1 - Implementation of the internal bail-in instrument]1 Art. 463
CHAPTER V.
[1 - Procedural requirements]1
Art. 464
CHAPTER VI.
[1 - Resolution of cross-border groups]1
Section I.
[1 - General principles]1
Art. 465, 465/1, 466-467
Section II.
[1 - Resolution colleges]1
Art. 468-470
Section III.
[1 - Information exchange]1
Art. 471
Section IV.
[1 - Procedural requirements for cross-border group resolution]1 Subsection I.
[1 - Group resolution involving a Belgian subsidiary of a Belgian EEA parent undertaking]1 Art. 472 Subsection II.
[1 - Group resolution involving a Belgian subsidiary of an EEA parent undertaking in another Member State]1 Art. 473 Subsection III.
[1 - Group resolution involving a foreign subsidiary of a Belgian EEA parent undertaking]1 Art. 474 Subsection IV.
[1 - Group resolution involving a foreign subsidiary of an EEA parent undertaking in another Member State]1 Art. 475 Subsection V.
[1 - Group resolution involving a Belgian EEA parent undertaking]1 Art. 476 Subsection VI.
[1 - Group resolution involving an EEA parent undertaking in another Member State]1 Art. 477
CHAPTER VII.
[1 - Relations with third countries]1
Art. 478-480
Art. 481.
[1 The resolution authority may, if necessary in the public interest, take resolution measures with regard to a Belgian parent undertaking if the competent authority of a third country is of the opinion that a credit institution established in that third country meets the conditions for resolution under the legislation of that third country. Art. 482-485 Book XII.

Title I.

CHAPTER I.

Art. 486
CHAPTER II.

Art. 487-490
Title II.

CHAPTER I.

Section I.

Subsection I.

Art. 491
Subsection II.

Art. 492-496
Section II.

Subsection I.

Art. 497
Subsection II.

Art. 498
Subsection III.

Art. 499
Subsection IV.

Art. 500
Subsection V.

Art. 501
Subsection VI.

Art. 502-510, 510/1, 510/2
Subsection VII.

Art. 511
Subsection VIII.

Art. 512
CHAPTER II.

Section I.

Art. 513
Section II.

Art. 514-518
Section III.

Subsection I.

Art. 519
Subsection II.

Art. 520-525
Subsection III.

Art. 526-529, 529/1
Subsection IV.

Art. 530
Subsection V.

Art. 531
Subsection VI.

Art. 532-537
Subsection VII.

Art. 538
Subsection VIII.

Art. 538/1
Section IV.

Subsection I.

Art. 539-540
Subsection II.

Art. 541-542
Subsection III.

Art. 543
Subsection IV.

Art. 544-550
Section V.

Subsection I.

Art. 551
Subsection II.

Art. 552
Subsection III.

Art. 553
Subsection IV.

Art. 554
Subsection V.

Art. 555
Section VI.

Art. 556
Section VII.

Art. 557
CHAPTER III.

Section I.

Art. 558-559
Section II.

Subsection I.

Art. 560
Subsection II.

Art. 561-562
Subsection III.

Art. 563
Subsection IV.

Art. 564
Subsection V.

Art. 565
Subsection VI.

Art. 566
Section III.

Subsection I.

Art. 567
Subsection II.

Art. 568
Subsection III.

Art. 569
Subsection IV.

Art. 570
Subsection V.

Art. 571
Subsection VI.

Art. 572
Section IV.

Subsection I.

Art. 573-576, 576/1
Subsection II.

Art. 577
Section V.

Art. 578-580
CHAPTER IV.

Art. 581
CHAPTER V.

Art. 582
CHAPTER VI.

Section I.

Art. 583
Section II.

Art. 584
Section III.

Art. 585-587
CHAPTER VII.

Art. 588
Title III.

CHAPTER I.

Art. 589
CHAPTER II.

Section I.

Art. 590-591
Section II.

Art. 592
Section III.

Art. 593
Section IV.

Subsection I.

Art. 594-596
Subsection II.

Art. 597
Subsection III.

Art. 598, 598/1
Section V.

Art. 599-600
Section VI.

Art. 601
CHAPTER III.

Art. 602
Section I.

Art. 603
Section II.

Art. 604-605
Section III.

Art. 606
Section IV.

Art. 607
Title IV.

Art. 608
Title V.

CHAPTER I.

Art. 609
CHAPTER II.

Art. 610
Title VI.

Art. 611
Title VII.

Art. 612
Title VIII.

Art. 613-617
Title IX.

Art. 618
Title X.

Art. 619-622
ANNEXES.
Art. N1-N6.Annex 6

Text

BOOK I.

SCOPE - DEFINITIONS - GENERAL PROVISIONS

TITLE I.

Scope

Article
1
.§ 1. Articles 242, 15° to 19° and 296 to 310, 378 and 379 of this Act regulate a matter as referred to in Article 77 of the Constitution.
The remaining provisions of this Act, including its Annexes, regulate a matter as referred to in Article 78 of the Constitution.
§ 2. [
5
To protect the public of savers, investors, and the solidity and good functioning of the financial system, this Act regulates the establishment and activities of, as well as the supervision of, credit institutions operating in Belgium, and their possible resolution. To this end, it determines the supervisory mandate of the National Bank of Belgium, in its capacity as the national competent authority, particularly within the framework of the Single Supervisory Mechanism. Books I to XI and Annexes I to VI to this Act provide for the partial, limited to credit institutions, transposition

of Directive 2013/36/EU;
of Directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011 amending Directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC concerning the supplementary supervision of credit institutions, financial undertakings and insurance undertakings in a financial conglomerate ("FICOD I" Directive), hereinafter referred to as "the FICOD I Directive";
of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEG and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council, hereinafter referred to as "Directive 2014/59/EU";
of Directive 2014/65/EU;
of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes, hereinafter referred to as "Directive 2014/49/EU"; as well as
of Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes, hereinafter referred to as "Directive 97/9/EC".]
5
§ 3. [
5
Under "credit institution" is understood:
1° a Belgian or foreign undertaking whose activities consist in the receipt of deposits or other repayable funds from the public and the granting of credits for its own account; and 2° a Belgian or foreign undertaking whose activities consist in the provision of investment services consisting of dealing on own account or underwriting financial instruments and/or placing financial instruments with a firm commitment, if:
a) the undertaking is not a commodity and emission rights dealer, collective investment undertaking, alternative collective investment undertaking or insurance undertaking; b) one of the following conditions is met:
(i) the total value of the consolidated assets of the undertaking is equal to or exceeds 30 billion euros; (ii) the total value of the assets of the undertaking is less than 30 billion euros, but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings within that group, each individually possessing less than 30 billion euros in total assets, and which provide investment services consisting of dealing on own account or underwriting financial instruments and/or placing financial instruments with a firm commitment, is equal to or exceeds 30 billion euros; or (iii) the total value of the assets of the undertaking is less than 30 billion euros, but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings within the group providing investment services consisting of dealing on own account or underwriting instruments and/or placing financial instruments with a firm commitment, is equal to or exceeds 30 billion euros, when the consolidating supervisor decides, in consultation with the college of competent authorities, to address potential risks of regulatory arbitrage and potential risks to the financial stability of the European Union; and c) the undertaking does not fall under the exemptions referred to in Article 4, § 1 of the Act of 25 October 2016. For the application of point 2°, b), under (ii) and (iii), when the undertaking is part of a group from a third country, the total assets of each branch of the group from a third country to which a license has been granted in the European Union within the meaning of Article 218/1, § 2, 2° are included in the combined total value of the assets of all undertakings of the group. For the application of this Act, services consisting in the receipt of repayable funds and the granting of credits that are exclusively offered or provided to US citizens employed at the military bases, or at the supporting services thereof, of the Supreme Headquarters Allied Powers Europe (SHAPE) present on Belgian territory within the framework of the North Atlantic Treaty Organization (NATO), or at the representation of the Government of the United States on Belgian territory, as well as to such persons who are retired, and to persons who are part of the family of the aforementioned US citizens, are considered as services not offered or provided to the public in Belgium.] 5

(
1
)<W
2016-10-25/05
, art. 3, 009; Entry into force: 01-12-2016>
(
2
)<W
2017-11-21/08
, art. 152, 014; Entry into force: 03-01-2018> ( 3 )<W 2021-06-27/09 , art. 136, 026; Entry into force: 19-07-2021> ( 4 )<W 2021-11-26/04 , art. 3, 029; Entry into force: 08-07-2022> ( 5 )<W 2021-07-11/08 , art. 17, 027; Entry into force: 06-10-2022>

Art.

2
.For the application of this Act, the following are not considered as credit institutions:
1° the National Bank of Belgium, the European Central Bank and the public limited liability company bpost; 2° the undertakings carrying out capitalization operations [regulated by the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings.] 1

(
1
)<W
2016-03-13/07
, art. 732, 006; Entry into force: 23-03-2016; see also art. 756>

TITLE II.

Definitions

Art.

For the application of this Act and its implementing decrees and regulations, the following terms shall be understood as:

1° the National Bank of Belgium: the institution referred to in the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium, hereinafter referred to as "the Bank";

2° SSM Regulation: Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions;

3° Single Supervisory Mechanism: the supervisory mechanism established by the SSM Regulation;

4° [18] supervisor: the Bank or the European Central Bank, according to the allocation of competences laid down by or pursuant to the SSM Regulation, with regard to the supervision of credit institutions;] 18

5° participating Member State: a Member State that has the euro as its currency or a Member State that does not have the euro as its currency but which has entered into close cooperation within the meaning of Article 7 of the SSM Regulation;

6° non-participating Member State: a Member State that does not have the euro as its currency and which has not entered into close cooperation within the meaning of Article 7 of the SSM Regulation;

7° Directive 2013/36/EU: the directive 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 [19...]19, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;

8° Regulation No 575/2013: Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions [19...]19 and amending Regulation (EU) No 648/2012;

[7
8°/1 Directive 2014/65/EU: the directive of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;] 7

[7
8°/2 Regulation No 600/2014: Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;] 7

[9
8°/3 Regulation 2017/565: Delegated Regulation (EU) 2017/565 of the Commission of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and the definition of certain terms for the purposes of that directive;] 9

[8
8°/4. Regulation No 537/2014: Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC;] 8

[10
8°/5 Regulation No 648/2012: Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;] 10

[12
8°/6 Regulation 2015/2365: Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on the transparency of securities financing transactions and of re-use and amending Regulation (EU) No 648/2012;] 12

[13
8°/7 [19
Regulation 2017/2402]19: Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 establishing a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012;] 13

[15
8°/8 Directive 2015/849/EU: the directive of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament and of the Council and Directive 2006/70/EC of the Commission;] 15

[17
8°/9 Directive 2019/2162/EU: the directive of the European Parliament and of the Council of 27 November 2019 on covered bonds and public sector oversight of covered bonds and amending Directives 2009/65/EC and 2014/59/EU;] 17

[21
8°/10 Regulation 2022/2554: Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011;] 21

[22
8°/11 "Regulation 2023/1114": Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937;] 22

9° Member State: a state that is a party to the Agreement on the European Economic Area (EEA);

10° [18 competent authority: a government body or an institution that is officially recognised by the national law of a Member State with the application of Directive 2013/36/EU and which, under that national law, is authorised to exercise supervision over credit institutions within the framework of that state's supervisory system, as well as, where appropriate, the European Central Bank, by virtue of its powers within the framework of the Single Supervisory Mechanism;] 18

[1
10°/1 Regulation No 806/2014: Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund and amending Regulation (EU) No 1093/2010;] 1

[1
10°/2 Single Resolution Board: the board established by Article 42 of Regulation No 806/2014;] 1

11° third country: a state that is not a party to the Agreement on the European Economic Area;

12° [18 authority of a third country: an authority responsible for the supervision of credit institutions in a third country;] 18

13° [20 consolidating supervisor: a competent authority responsible for supervision on a consolidated basis in accordance with Article 111 of Directive 2013/36/EU;] 20

14° Regulation No 1093/2010: Regulation No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC;

15° European Banking Authority: the European Banking Authority established by Regulation No 1093/2010, hereinafter also referred to as "the EBA";

16° Regulation No 1092/2010: Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on macro-prudential oversight of the financial system in the European Union and establishing a European Systemic Risk Board;

17° ESRB: the European Systemic Risk Board established by Regulation (EU) No 1092/2010;

18° stability of the financial system: a situation in which the risk of discontinuity or disruption of the functioning of the financial system is low or, if such disruptions were to occur, the consequences for the economy would be limited;

19° European Securities and Markets Authority: the European Securities and Markets Authority established by Regulation No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC;

20° Act of 2 August 2002: the Act of 2 August 2002 concerning supervision of the financial sector and financial services;

[9
20°/1 Act of 21 November 2017: the Act of 21 November 2017 on infrastructure for markets in financial instruments and transposing Directive 2014/65/EU;] 9

[13
20°/2 Act of 11 March 2018: the Act of 11 March 2018 concerning the status of and supervision of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money, and access to payment systems;] 13

21° the Financial Services and Markets Authority: the institution referred to in Article 44 of the Act of 2 August 2002, hereinafter referred to as "the FSMA";

22° [5
Guarantee Fund, the Guarantee Fund for financial services established by Article 3 of the Royal Decree of 14 November 2008 implementing the crisis measures provided for in the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium, with regard to the establishment of the Guarantee Fund for financial services;] 5

23° Act of 22 February 1998: the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium;

24° Act of 6 April 1995: the Act of 6 April 1995 concerning the status of and supervision of investment firms;

[7
24°/1 Act of 25 October 2016: the Act of 25 October 2016 concerning access to the investment services business and concerning the status of and supervision of asset management companies and investment advice companies;] 7

[15
24°/2 Act of 18 September 2017: the Act of 18 September 2017 on preventing money laundering and terrorist financing and limiting the use of cash;] 15

25° financial instruments: the instruments referred to in Article 2, paragraph 1, 1° of the Act of 2 August 2002;

[7
25°/1 tied agent: a tied agent within the meaning of Article 2, 25° of the Act of 25 October 2016;] 7

26° [14 the concepts control, participation, shareholding ratio, parent undertaking, subsidiary undertaking, consortium and affiliated undertaking: the description given thereof in the Code of Companies and Associations, whereby these concepts also include the situations with associations referred to in said Code, when the legal nature of the association allows it;] 14

27° close links:
a) a situation in which a shareholding ratio exists or b) a situation in which undertakings are affiliated undertakings or c) a link of the same kind as referred to in letters a) and b) above between a natural person and a legal person;

[1
27°/1 related persons: spouses, partners who are considered equivalent to a spouse under their national law, and blood relatives in the first degree;] 1

28° qualified participation: the direct or indirect holding of at least 10% of the capital of a company or of the voting rights attached to the securities issued by that company, or any other possibility to exercise a significant influence on the policy of the company in which participation is held; the voting rights are calculated in accordance with the provisions of the Act of 2 May 2007 on the disclosure of major holdings, as well as in accordance with the provisions of its implementing decrees; no account shall be taken of voting rights or shares held as a result of the firm acquisition of financial instruments and/or the placement of financial instruments with placement guarantees, unless those rights are exercised or otherwise used to exert input into the management of the issuing institution, and provided they are transferred within one year after their acquisition;

29° systemically important credit institution: a [2 institution]2 as referred to in Article 12 of Annex IV to this Act;

30° [15 significant credit institution: a credit institution that meets at least one of the following conditions:
a) a systemically important credit institution; b) a credit institution that, pursuant to Article 6, paragraphs 4 and 5, point b), of the SSM Regulation, is subject to the direct supervision of the European Central Bank; c) a credit institution whose value of assets determined in accordance with Article 24 of Regulation No 575/2013 averages more than 5 billion euros on an individual basis, or, if unavailable, on a consolidated basis, over the four-year period immediately preceding the current financial year. The supervisor may decide that a credit institution meeting condition b) and not exceeding the threshold determined in c) shall be classified as a non-significant credit institution due to its size, its internal organisation and the nature, size, complexity and cross-border character of its activities;] 15

31° [4 insurance undertaking: an undertaking as referred to in Article 5, paragraph 1, 1°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

32° [4 reinsurance undertaking: an undertaking as referred to in Article 5, paragraph 1, 2°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

33° [7 investment firm: an investment firm within the meaning of Article 3, § 1 of the Act of 25 October 2016] 7 ;

[18
33°/1 stock corporation: an investment firm under Belgian or foreign law whose activities consist in particular in carrying out:
a) investment services consisting in:

dealing on own account;
taking up and/or placing financial instruments with placement guarantees;
placing financial instruments without placement guarantees;
operating multilateral trading facilities; or
operating organised trading facilities; and/or;
b) ancillary services consisting in:
safekeeping and administration of financial instruments for the account of clients, including custody services and related services such as cash and/or collateral management, excluding the central holding of securities accounts at the highest level;
granting credits or loans to an investor to enable it to carry out a transaction in one or more financial instruments, in which transaction the firm providing the credit or loan is involved;
foreign exchange services insofar as they relate to the provision of investment services; or
services related to the taking up of financial instruments;
to the extent that none of the conditions of Article 1, § 3, first paragraph, 2°, b) are met;] 18

34° collective investment undertaking: a collective investment undertaking within the meaning of Article 3, 1° of the Act of 3 August 2012 concerning collective investment institutions that meet the conditions of Directive 2009/65/EC and debt investment institutions;

35° management company of collective investment institutions: a management company of collective investment institutions within the meaning of Article 3, 12° of the Act of 3 August 2012 concerning collective investment institutions that meet the conditions of Directive 2009/65/EC and debt investment institutions;

36° alternative investment funds or "AIFs": collective investment institutions, including their investment compartments, a) which raise capital from a number of investors in order to invest it in accordance with a defined investment policy, for the benefit of those investors; and b) which do not meet the conditions of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

37° manager of alternative investment funds: a manager of alternative investment funds within the meaning of Article 3, 13° of the Act of 19 April 2014 concerning alternative investment funds and their managers, hereinafter also referred to as "AIFM";

38° [15 financial holding: a financial institution whose subsidiaries are exclusively or mainly one or more credit institutions or financial institutions, and which is not a mixed financial holding. The subsidiaries of a financial institution are mainly credit institutions or financial institutions if at least one of the subsidiaries is a credit institution and if more than 50% of the equity, consolidated assets, income, staff of the financial institution or another indicator considered relevant by the competent authority of the Member State where the financial holding is established, and, if this is a different authority, in consultation with the consolidating supervisor, is linked to subsidiaries that are credit institutions or financial institutions;] 15

39° mixed financial holding: a parent undertaking that is not a regulated undertaking and which heads a financial conglomerate;

40° mixed holding: a parent undertaking that is not a credit institution, financial holding or mixed financial holding and which has at least one credit institution among its subsidiaries;

41° [15 financial institution: an undertaking that is neither a credit institution nor a purely industrial holding and whose main activity consists in acquiring participations or in exercising one or more of the activities referred to in points 2 to 12 and point 15 of the list included in Article 4;] 15

42° regulated undertaking: a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, a management company of collective investment institutions or a manager of alternative investment funds;

43° [4 insurance holding: an insurance holding within the meaning of Article 338, 5°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

44° [4 mixed insurance holding: a mixed insurance holding within the meaning of Article 338, 6°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

45° executive member of the statutory governing body: a member of the statutory governing body who participates in the effective management of the institution; among others, the following persons are executive members: the member of the statutory governing body who is a member of the management committee or to whom the day-to-day management is entrusted [14 within the meaning of Articles 6:67, second paragraph or 7:121, second paragraph of the Code of Companies and Associations]14 ;

46° [18 critical functions: the activities, services or operations of a credit institution whose interruption is likely to lead to a disruption, in Belgium or in one or more other Member States, of services essential to the real economy, or to disrupt financial stability, due to the size, market share, interconnection with entities inside and outside the group, complexity or cross-border activities of the credit institution or the group of which it is part, with special attention to the substitutability of those activities, services or operations;] 18

47° independent control functions: the [19 internal audit function]19 , the compliance function or the risk management function as referred to in Article 35;

48° regulatory own-funds requirements: the own-funds requirements established in Article 92 of Regulation No 575/2013;

49° Tier 1 core capital, Additional Tier 1 capital and Tier 2 capital: the regulatory own-funds components respectively established in Part Two, Title I, Chapters 2, 3 and 4 of Regulation No 575/2013;

[3
49/1° Directive 2014/59/EU: the directive of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council;] 3

50° [18 recovery plan: a plan that is drawn up in accordance with Article 108 by a credit institution;] 18

[3
50/1° [19 group recovery plan: a plan that is drawn up in accordance with Article 425 or a plan within the meaning of Article 7 of Directive 2014/59/EU that is drawn up by an EEA parent undertaking;] 19 ] 3

51° [18 resolution plan: a plan that is drawn up in accordance with Article 226 for a credit institution by the resolution authority;] 18

[3
51/1° group resolution plan: a plan that is drawn up in accordance with Article 439 or a plan within the meaning of Article 12 of Directive 2014/59/EU that is drawn up by a foreign resolution authority;] 3

52° [1 resolution authority: the Bank or the Single Resolution Board, according to the allocation of competences laid down by or pursuant to Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund and amending Regulation (EU) No 1093/2010;] 1

[3
52/1° foreign resolution authority: a government body or an institution that is officially recognised by the national law of another Member State with the application of Article 3 of Directive 2014/59/EU and authorised to apply resolution tools and exercise resolution powers, as well as, where appropriate, the Single Resolution Board, according to the allocation of competences laid down by or pursuant to Regulation No 806/2014;] 3

[3
52/2° resolution authority of a third country: an authority in a third country responsible for the application of tools or the exercise of powers comparable to the resolution tools and resolution powers referred to in this Act;] 3

53° [18 resolvability: the ability of a resolution authority to resolve a credit institution, a group as referred to in Article 423, 12° or an entity as referred to in Article 424;] 18

54° resolution tool: the tool for the sale of the undertaking, the bridge institution tool, or the asset separation tool, as the case may be; 55° resolution: the application of a resolution tool to achieve one or more of the objectives set out in Article 243; [6 55/1° Resolution Fund: the resolution fund as referred to in Article 2 of the Act of 28 December 2011 on the Resolution Fund;] 6 56° [18 recovery measures: measures intended to maintain or restore the financial position of a credit institution and which are such that they may affect the existing rights of third parties. For credit institutions referred to in Book II, these measures consist of:
a) the resolution tools and the corresponding resolution powers as referred to in Book II, Title VIII; b) the appointment of a special commissioner as referred to in Article 236, § 1, 1°; c) the suspension or prohibition of the exercise of all or part of the activities, as referred to in Article 236, § 1, 4°;] 18 57° [18 recovery authorities: administrative or judicial authorities competent in the field of recovery measures. For credit institutions referred to in Book II, these are the resolution authority and the supervisor with regard to their respective competence regarding recovery measures;] 18 58° recovery commissioner: any person or body appointed by a recovery authority to manage recovery measures; 59° [18 liquidation procedure: a collective procedure initiated and supervised by administrative or judicial authorities with a view to realizing the assets of a credit institution under the supervision of these authorities. For credit institutions referred to in Book II, such a procedure corresponds to a bankruptcy as regulated by Book XX of the Code of Economic Law;] 18 60° [18 winding-up: the realization of the assets of a credit institution according to a liquidation procedure;] 18 61° [18 liquidation authorities: administrative or judicial authorities competent in the field of liquidation procedures. For credit institutions referred to in Book II, this is the insolvency court with regard to its competence in the field of bankruptcies;] 18 62° liquidator: any person or body, including the trustee, appointed by a liquidation authority to manage liquidation procedures; 63° [15 strategic decision:
1) a decision taken by a credit institution or by an entity over which it has control, when this decision has a certain importance and thereby may have a broader impact on the institution, insofar as it has consequences for different functions of the institution, and which relates to any investment, divestment, participation or strategic cooperative relationship of the institution, in particular a decision to purchase or establish another institution, to establish a joint venture, to establish itself in another state, to conclude a cooperation agreement, to contribute or purchase a business sector, to enter into a merger or a split, or insofar as it leads to the initial admission of capital-representing securities to trading on a trading venue. By regulation established with application of Article 12bis, § 2 of the Act of 22 February 1998, the Bank may determine further which decisions should be considered strategic within the meaning of this provision, taking into account in particular the risk profile and the nature of the activities of the institutions, or, where applicable, the group to which they belong. It makes these further provisions public;
2) any decision that has similar consequences for the credit institution and that is taken by a shareholder exercising control over the institution;]
15
64° [18 branch: a business establishment that forms a part without legal personality and directly, wholly or partially, carries out acts specific to the activities of a credit institution; different business establishments in the same state of a credit institution with its registered office in another state are considered as a single branch;] 18 65° significant branch: a branch that is considered significant in a Member State in accordance with Article 51(1) of Directive 2013/36/EU; 66° [9 systematic internaliser: a credit institution [19 ...]19 that carries out the activity described in Article 3, 29°, of the Act of 21 November 2017;] 9 67° [18 exceptional public support: any state aid within the meaning of Article 107(1) of the Treaty on the Functioning of the European Union, granted to a credit institution to safeguard or restore the viability, liquidity or solvency of that credit institution;] 18 68° guaranteed deposits: the deposits [5 , including registered cash bonds and dematerialized and registered cash bonds on nominative accounts,] 5 covered by the Belgian deposit guarantee scheme referred to in Article 380, up to the level of coverage determined in Article 382; 69° eligible deposits: the deposits [5 , including registered cash bonds and dematerialized and registered cash bonds on nominative accounts,] 5 which are not excluded from repayment by a deposit guarantee scheme on the grounds of applicable European directives due to their nature or the status of the depositor; 70° working day: a day that is neither a Saturday, nor a Sunday, nor a legal holiday; [7 71° investment services and activities: the services and activities referred to in Article 2, 1° of the Act of 25 October 2016;] 7 [7 72° ancillary services: the ancillary services as described in Article 2, 2° of the Act of 25 October 2016;] 7 [7 73° dealing on own account: trading in one or more financial instruments with own capital, resulting in the execution of transactions;] 7 [7 74° multilateral trading facility (MTF): a multilateral system operated by a stock exchange company, a credit institution or a market operator that brings together multiple buying and selling interests of third parties regarding financial instruments - within this system and according to non-discretionary rules - in such a way that an agreement results [9 in accordance with the provisions in Chapter II of Title II of the Act of 21 November 2017] 9 ;] 7 [9 74° /1 [19 ...] 19 ] 9 [7 75° [18 third intermediary: an intermediary as referred to in Article 65/1 where a credit institution deposits client funds;] 18 ] 7 [7 76° financial instrument: a financial instrument as referred to in Article 2, first paragraph, 1° of the Act of 2 August 2002;] 7 [9 77° regulated market: a regulated market within the meaning of Article 3, 7°, of the Act of 21 November 2017;" 78° algorithmic trading: algorithmic trading within the meaning of Article 2, 59°, of the Act of 25 October 2016; 79° direct electronic access: direct
electronic access within the meaning of Article 2, 61°, of the Act of 25 October 2016; 80° structured deposit: a deposit within the meaning of Article 2, 62°, of the Act of 25 October 2016] 9 . [11 81° financial contracts: the following contracts and agreements:
a) securities contracts, including:
1° contracts for the purchase, sale or lending of a security or a group or index of securities; 2° options on a security or a group or index of securities; 3° repurchase or reverse repurchase transactions regarding such a security or such a group or index; b) commodity contracts, including:
1° contracts for the purchase, sale or lending of a commodity or a group or index of commodities for delivery thereof in the future; 2° options on a commodity or a group or index of commodities; 3° repurchase or reverse repurchase transactions regarding such a commodity, group or index; c) forward and futures contracts, including contracts (which are not commodity contracts) for the purchase, sale or transfer of a commodity or property of any other nature, service, right or interest at a fixed price at a time in the future; d) swap agreements, including 1° swaps and options regarding interest rates, spot or other agreements regarding exchange rates, currencies, a stock index or stocks, a debt index or debt, commodity indices or commodities, weather, emissions or inflation; 2° total return, credit spread or credit swaps; 3° agreements or transactions comparable to an agreement referred to in 1° or 2° that are repeatedly traded on the swaps or derivatives markets; e) interbank loan agreements if the loan term does not exceed three months; f) framework agreements regarding the contracts or agreements referred to in a) to e);] 11 [13 82° insolvency court: the insolvency court as referred to in Article I.22, 4°, of the Code of Economic Law;] 13 [14 83° [18 independent director or independent member of the statutory governing body: persons who meet the criteria established by the European Banking Authority, where applicable together with the European Securities and Markets Authority, and the following criteria:
a) during a period of five years prior to their appointment, they have not held a mandate as executive member of the governing body, a function as member of the management board or the executive committee, or a function as person responsible for the day-to-day management, neither in the credit institution nor in a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations; b) they have not held more than three consecutive mandates as non-executive member in the governing body, without this period being longer than twelve years; c) during a period of three years prior to their appointment, they have not been part of the senior management within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, of the credit institution or of a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations; d) they have not received or received any remuneration or other significant benefit of a proprietary nature from the credit institution or from a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations, other than the fees and remuneration they may have received or received as non-executive member of the governing body or as member of the supervisory body; e) [19 i) do not hold corporate rights representing one tenth or more of the capital, equity, shares or a class of shares, or of the voting rights of the credit institution; ii) if they hold corporate rights representing a quota of less than 10%:

those corporate rights together with the corporate rights held in the same credit institution by companies over which the director in question has control, may not reach one tenth of the capital, equity, voting rights, shares or a class of shares of the credit institution; or
the acts of disposal over those shares or the exercise of the rights attached to them may not be subject to agreements or unilateral commitments entered into by the member of the statutory governing body in question;
iii) in no case represent a shareholder who falls under the conditions of this point;] 19 f) do not have or have not had in the past financial year a significant business relationship with the credit institution or with a company or person affiliated with it as defined in Article 1:20 of the Code of Companies or Associations, neither directly nor as partner, shareholder, member of the governing body or member of the senior management within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, of a company or person maintaining such a relationship; g) have not been a partner or employee of the current or former auditor of the credit institution or of a company or person affiliated with it in the sense of Article 1:20 of the Code of Companies and Associations in the past three years; h) are not executive members of the governing body of another company in which an executive member of the governing body of the credit institution sits as non-executive member of the governing body or member of the supervisory body, and do not have other significant ties with the executive members of the governing body of the credit institution by virtue of functions at other companies or bodies; i) do not have a spouse, legal cohabitant, or blood or in-law relatives up to the second degree who exercise a mandate as member of the governing body, member of the management board, member of the executive committee, person responsible for the day-to-day management, or member of the senior management, within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, in the credit institution or in a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations, or who are in one of the other cases described in points a) to h). The appointment decision states the reasons on the basis of which the status of independent director is granted. The King, as well as the statutes, may provide for additional or stricter criteria. Provided that a duly substantiated justification is submitted and subject to a contrary assessment by the supervisor, who verifies the validity of this justification, a credit institution may deviate from the aforementioned criteria;] 18 ] 14 [15 84° commodity and emission allowance trader: an undertaking whose main activity consists exclusively of carrying out investment services or activities regarding commodity derivatives or commodity-related derivative contracts as referred to in points e), f), g), i and j) of Article 2, first paragraph, 1° of the Act of 2 August 2002 or emission allowance-related derivative contracts as referred to in point d) of that article, or emission allowances as referred to in point k) of that article;] 15 [15 85° group: a body of undertakings of which at least one is a credit institution and which is formed by a parent undertaking and its subsidiaries, the undertakings forming a consortium and the
undertakings controlled by these latter undertakings; 86° group from a third country: a group whose parent undertaking is subject to a third country; 87° [19 gender-neutral remuneration policy: a remuneration policy based on equal pay for equal or equivalent work, regardless of gender;] 19 88° G-SII: a global systemically important credit institution as referred to in Article 12, second paragraph of Annex IV; 89° D-SII: a domestic systemically important institution as referred to in Article 12, third paragraph of Annex IV; 90° excessive leverage risk: the risk resulting from the vulnerability of an institution due to leverage or potential leverage that may require unintended corrective measures in its business plan, including emergency sales of assets that may result in losses or valuation adjustments in its remaining assets; 91° leverage ratio: the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 92° leverage ratio buffer: the own funds requirement referred to in Article 92(1bis) of Regulation No. 575/2013; 93° non-EU global systemically important institution or non-EU G-SII: a global systemically important credit institution or bank group (G-SIB) that is not a G-SII and is included in the list of G-SIBs published by the Financial Stability Board;] 15 [16 94° make-whole clause: a provision intended to protect the investor by ensuring that, in the event of early repayment of a bond, the issuer must pay the holder of the bond an amount equal to the sum of the net present value of the remaining coupon payments expected until the maturity date, and the principal amount of the bond to be repaid.] 16

(
1
)<W
2015-12-18/17
, art. 2, 004; Entry into force : 08-01-2016>
(
2
)<W
2015-12-18/17
, art. 3, 004; Entry into force : 08-01-2016>
(
3
)<KB
2015-12-26/07
, art. 2, 005; Entry into force : 01-01-2016>
(
4
)<W
2016-03-13/07
, art. 733, 006; Entry into force : 23-03-2016; see also art. 756> ( 5 )<W 2016-04-22/02 , art. 3, 007; Entry into force : 12-05-2016> ( 6 )<W 2016-06-27/09 , art. 4, 008; Entry into force : 16-07-2016> ( 7 )<W 2016-10-25/05 , art. 4, 009; Entry into force : 01-12-2016> ( 8 )<W 2016-12-07/02 , art. 132, 010; Entry into force : 31-12-2016> ( 9 )<W 2017-11-21/08 , art. 153, 014; Entry into force : 03-01-2018> ( 10 )<W 2017-12-05/04 , art. 29, 015; Entry into force : 28-12-2017> ( 11 )<W 2017-12-05/04 , art. 62, 015; Entry into force : 28-12-2017> ( 12 )<W 2018-07-30/10 , art. 89, 017; Entry into force : 20-08-2018> ( 13 )<W 2019-05-02/25 , art. 25, 019; Entry into force : 31-05-2019> ( 14 )<W 2021-06-27/09 , art. 137, 026; Entry into force : 19-07-2021> ( 15 )<W 2021-07-11/08 , art. 18, 027; Entry into force : 23-07-2021> ( 16 )<W 2022-02-23/09 , art. 37, 028; Entry into force : 28-02-2022> ( 17 )<W 2021-11-26/04 , art. 4, 029; Entry into force : 08-07-2022> ( 18 )<W 2021-07-11/08 , art. 18, 027; Entry into force : 06-10-2022> ( 19 )<W 2022-07-20/40 , art. 293, 031; Entry into force : 06-10-2022> ( 20 )<W 2023-12-20/08 , art. 34, 033; Entry into force : 25-01-2024> ( 21 )<W 2025-03-25/05 , art. 71, 035; Entry into force : 08-05-2025> ( 22 )<W 2025-12-11/13 , art. 79, 037; Entry into force : 03-01-2026>

Art.

4
.[4
The following activities are eligible for mutual recognition as regulated by Articles 86, 90 and 92 and by Book III, Title I, for credit institutions within the meaning of Article 1, § 3, first paragraph, 1°:] 4
1) Acceptance of deposits or other repayable funds;
2) Granting of loans, including consumer credit, mortgage credit, factoring with or without recourse and financing of commercial transactions (including forfaiting);
3) Leasing;
4) Payment services [2
within the meaning of Article 2, 1°, of the Act of 11 March 2018 [3 ...]
3
]
2
;
5) Issuance and management of other payment instruments (for example, travel cheques and letters of credit), insofar as this activity does not fall under point 4);
6) Providing guarantees and commitments;
7) Trading on own account of the institution or on behalf of clients regarding:
a) money market instruments (cheques, bills of exchange, deposit certificates, etc.) b) currencies c) financial futures and options d) swaps and similar financing instruments e) securities;
8) Participation in securities issues and services related thereto;
9) Advising undertakings on capital structure, business strategy and related matters, as well as advising and services regarding mergers and acquisitions of undertakings;
10) Intermediation on interbank markets;
11) Asset management or advice;
12) Safekeeping and administration of securities;
13) Commercial information;
14) Rental of safes;
15) [5
Issuance of electronic money, including e-money tokens as defined in Article 3(1)(7) of Regulation 2023/1114;] 5 [5
16) Issuance of asset-referenced tokens as defined in Article 3(1)(6) of Regulation 2023/1114;
17) Crypto-asset services as defined in Article 3(1)(16) of Regulation 2023/1114.]
5
When the first paragraph refers to financial instruments, the [1 services and activities mentioned in Article 2, 1° and 2° of the Act of 25 October 2016] 1 fall under the mutual recognition scheme of this Act.
[4
Only the investment services, investment activities and ancillary services referred to in Article 3, 71° and 72° are eligible for mutual recognition as regulated by Articles 86, 90 and 92 and Book III, Title I, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°.] 4

(
1
)<W
2016-10-25/05
, art. 5, 009; Entry into force : 01-12-2016>
(
2
)<W
2018-03-11/07
, art. 245, 016; Entry into force : 26-03-2018> ( 3 )<W 2019-05-02/25 , art. 26, 019; Entry into force : 31-05-2019> ( 4 )<W 2022-07-20/40 , art. 294, 031; Entry into force : 06-10-2022> ( 5 )<W 2025-12-11/13 , art. 80, 037; Entry into force : 03-01-2026>

TITLE III.

Reserved names

CHAPTER I.

Designation of credit institutions

Art.

In Belgium, only the following institutions may publicly [3 use]3 the terms "credit institution", "bank", "banking", "savings bank", "savings fund" or "securities bank" or, more generally, terms referring to the status of credit institution, in particular in their name, in the statement of their purpose, in their securities, values, documents or advertising:

1° credit institutions established in Belgium; 2° credit institutions operating in Belgium in accordance with Article 313 which are subject to the law of another Member State; 3° representative offices as referred to in Article 341; 4° credit institutions subject to the law of a third country which, without being established in Belgium, provide investment services there [1 on the basis of the Act of 25 October 2016 and its implementing decrees]1.

However,

1° the first paragraph, regarding the terms "bank" and "banking", does not apply to the National Bank of Belgium, the European Central Bank and banking institutions under international public law to which one or more Member States are affiliated; 2° the first paragraph, regarding the terms "credit institution", "bank", "savings bank", "savings fund" and "securities bank", does not apply to credit institutions subject to foreign law which are not permitted to carry out banking transactions in Belgium and which offer public investment instruments or request admission of investment instruments to trading on a regulated market within the meaning of [2 the Act of 11 July 2018]2 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, with respect to the aforementioned public offerings or requests for admission of investment instruments; 3° financial holdings may also use the term "bank" in the expression "bank holding" or in similar expressions, and mixed financial holdings may also [3 use]3 the term "bank" in the expression "bank-insurance holding" or in similar expressions.

In case of risk of confusion, the Bank may require credit institutions subject to foreign law and entitled to use the terms referred to in the first paragraph to add a clarifying statement to their name.

(
1
)<W
2016-10-25/05
, art. 6, 009; Entry into force: 01-12-2016>
(
2
)<W
2018-07-11/06
, art. 87, 020; Entry into force: 21-07-2019>
(
3
)<W
2022-07-20/40
, art. 295, 031; Entry into force: 06-10-2022>

CHAPTER II.

Credit institutions permitted to issue covered bonds

Art.

6
.§ 1. The terms "Belgian covered bond" and "covered bond belge" may only be used for securities issued in accordance with the provisions of Book II, Title II, Chapter 4, Section 3.
§ 2. The terms "Belgian mortgage bond" and "lettre de gage belge" may only be used for securities that meet the conditions established on the basis of Article 2, § 1 of Annex III.
[
1
§ 3. Likewise, the terms "European covered bond", "obligation garantie européenne" and "European covered bond" on the one hand and "European covered bond (premium)", "obligation garantie européenne (de qualité supérieure)" and "European covered bond (premium)" on the other hand may only be used for securities that respectively meet the conditions of paragraphs 1 and 2.]1

(
1
)<W
2021-11-26/04
, art. 5, 029; Entry into force: 08-07-2022>

BOOK II.

CREDIT INSTITUTIONS UNDER BELGIAN LAW

TITLE I.

Access to the business

CHAPTER I.

Licence

Section I.

Licence requirement

Art.

7
. Every credit institution under Belgian law wishing to carry out its activities in Belgium must, before commencing them, obtain a licence, regardless of where else it carries out its activities.

Section II.

Procedure

Art.

8
.[
1
The licence application submitted to the Bank must be accompanied by an administrative file meeting the conditions set by the supervisor, which in particular includes the programme of activities, in particular the nature and scope of the intended transactions as well as the organizational structure of the institution, in particular a description of the arrangements, processes and mechanisms referred to in Article 21, § 1, and the close links it has with other persons, in particular the parent undertakings, financial holdings and mixed financial holdings within the group. The application must also state whether the intended activities are those referred to in points 1° or 2° of Article 1, § 3, first paragraph. Applicants must furthermore provide all information necessary to assess their application.]1 When determining the conditions referred to in the first paragraph, the supervisor takes into account the conditions set by the FSMA regarding the organization and procedures on which it exercises supervision in accordance with Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002.

(
1
)<W
2021-07-11/08
, art. 19, 027; Entry into force: 23-07-2021>

Art.

9
.The applicant also informs the Bank of the identity of the natural or legal persons who, acting alone or jointly, hold a qualified holding, with or without voting rights, directly or indirectly, in the capital of the credit institution. The notification must state the share of capital and the number of voting rights held by these persons. [ 1 ...] 1 . [ 1 In the absence of qualified holdings, the notification referred to in the first paragraph concerns the identity of the twenty largest shareholders and their share of capital.]1

(
1
)<W
2016-03-13/07
, art. 734, 006; Entry into force: 23-03-2016>

Art.

10
.The Bank consults the FSMA before deciding on a licence application from an institution which is either the subsidiary of a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law, or the subsidiary of the parent undertaking of a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law, or which is under the control of the same natural or legal persons as those who control a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law. When the licence application comes from an institution which is either the subsidiary of another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, or the subsidiary of the parent undertaking of another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, or which is under the control of the same natural or legal persons as those who control another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, the Bank, before deciding on the application, consults the competent authorities in those other Member States responsible for the supervision of credit institutions, insurance undertakings, reinsurance undertakings, investment firms, AIFMs or management companies for collective investment institutions. [ 1 The Bank also consults in advance the authorities referred to in the first or second paragraph to assess the suitability of shareholders, management and persons responsible for independent control functions in accordance with Articles 18, 19 and 35, when such shareholder is an undertaking as referred to in the first or second paragraph or the person participating in the management of the credit institution also participates in the management of one of the undertakings referred to in the first or second paragraph or of an undertaking belonging to the same group, or when the person responsible for an independent control function exercises that function at the undertaking referred to in the first or second paragraph or at an undertaking belonging to the same group. The Bank consults with these authorities to ensure that all information relevant for assessing the suitability of the shareholders, persons participating in management and persons responsible for independent
control functions referred to in this paragraph is shared.]1

(
1
)<W
2022-07-20/40
, art. 296, 031; Entry into force: 06-10-2022>

Art.

11
.§ 1. On the advice of the FSMA, the supervisor decides on the licence application, regarding:
1° the appropriateness of the organization of the credit institution, in particular its integrity policy, [2 as referred to in particular in Articles 21 to 42, 64, 65/2 and 65/3]2, from the perspective of compliance with the rules referred to in Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002; 2° the professional reliability of the persons who are members of the statutory governing body of the credit institution, the executive committee or, in the absence of an executive committee, the persons responsible for effective management, as well as the persons responsible for independent control functions, if they are proposed for such a function for the first time at an undertaking subject to the supervision of the supervisor under the CRR Regulation or Article 36/2 of the Act of 22 February 1998. The FSMA provides its advice on the aforementioned matters within a period of fourteen days from the receipt by the Bank of the file referred to in Article 8 and no later than one month after receipt of the request for advice. Absence of advice within this period is considered as positive advice. Before the expiry of the one-month period, the FSMA may nevertheless inform the Bank that it will provide its advice no later than 15 days after the expiry of this period. § 2. [ 1 If the Bank does not take into account the advice of the FSMA on the matters referred to in paragraph 1, first paragraph, this is stated with the reasons for the deviation in its decision to refuse the licence or in the draft decision which it communicates to the European Central Bank under the CRR Regulation. The aforementioned advice of the FSMA on point 1° of paragraph 1, first paragraph is attached to the notification of the Bank's decision to refuse the licence or to its draft decision on the licence application, as well as to the final decision of the European Central Bank.]1

(
1
)<KB
2014-04-25/08
, art. 390, 002; Entry into force: 04-11-2014> ( 2 )<W 2017-11-21/08 , art. 154, 014; Entry into force: 03-01-2018>

Art.

12
.[
1
The supervisor expresses its opinion on the licence application within six months after submission of a complete file and no later than twelve months after receipt of the application.
If the Bank considers that the conditions [2 of Chapter II]2 are met, it communicates a draft decision to the applicant and to the European Central Bank, so that the latter can express itself within the periods referred to in the first paragraph under the CRR Regulation. The Bank may, given the need for sound and prudent management, determine in its draft decision that the licence for the exercise of certain of the intended activities is subject to conditions. If the Bank considers that the conditions [2 of Chapter II]2 are not met, it refuses the licence. The Bank notifies its decision to refuse the licence or the final decision of the European Central Bank within fifteen days by registered letter or letter with acknowledgment of receipt, respecting the periods referred to in the first paragraph.]1 [ 3 If the licence is granted, the decision on the licence must state whether the credit institution obtains a licence as a credit institution within the meaning of point 1° or point 2° of Article 1, § 3, first paragraph.]3

(
1
)<KB
2014-04-25/08
, art. 391, 002; Entry into force: 04-11-2014> ( 2 )<W 2017-11-21/08 , art. 155, 014; Entry into force: 03-01-2018> ( 3 )<W 2021-07-11/08 , art. 20, 027; Entry into force: 06-10-2022>

Art.

13
.When a credit institution obtains a licence, the Bank makes the data referred to in Article 8 and any amendments thereto available to the FSMA, to enable it to exercise the powers referred to in Article 45, § 1, 3° and § 2 of the Act of 2 August 2002.

Art.

14
.[
1
The supervisors draw up a list of the credit institutions to which a licence has been granted under this Book, distinguishing between the categories referred to in point 1° and in point 2° of Article 1, § 3, first paragraph. That list as well as the annex referred to in the second paragraph and all amendments made thereto are published on their website and brought to the attention of the European Banking Authority.]1 An annex to this list mentions the financial holdings and mixed financial holdings referred to in Article 218. This annex and all amendments made thereto are published on the website of the supervisors and transmitted in accordance with Article 218, second paragraph.

(
1
)<W
2021-07-11/08
, art. 21, 027; Entry into force: 06-10-2022>

Art.

14/1
.[
1
When an undertaking that has obtained a licence as a stock exchange company meets the conditions of Article 1, § 3, first paragraph, 2°, it must submit a licence application in accordance with Article 8 no later than on the day when:
1° the average of its monthly total assets, calculated over a period of twelve consecutive months, is equal to or greater than 30 billion euros; or 2° although the average of its monthly total assets, calculated over a period of twelve consecutive months, is less than 30 billion euros, the total value of the consolidated assets of all undertakings in the group to which the stock exchange company belongs, each individually having less than 30 billion euros in total assets and carrying out investment services consisting of dealing on own account or taking up and placing financial instruments with a firm commitment, is equal to or greater than 30 billion euros, both calculated as an average over a period of twelve consecutive months. Articles 9 to 14 apply to this application, provided that the supervisor guarantees that the licensing procedure is as streamlined as possible and that account is taken of the information obtained under the previous supervisory status. The undertakings referred to in the first paragraph may continue to carry out the activities referred to in Article 1, § 3, first paragraph, 2°, until the licence requested in accordance with the first paragraph is obtained or refused, provided that they remain subject until that date to the European legal provisions directly applicable to them, to the provisions of [2 the Act of 20 July 2022 on the status of and supervision of stock exchange companies and containing various provisions]2 and to the various standards adopted to implement it.]1

(
1
)<Inserted by W
2021-07-11/08
, art. 22, 027; Entry into force: 06-10-2022>
(
2
)<W
2022-07-20/40
, art. 297, 031; Entry into force: 06-10-2022>

CHAPTER II.

Licence conditions

Section I.

General provisions

Art.

15
.[
1
In addition to the conditions of this Chapter, the supervisor also takes into account the ability of the applicant institution to meet the business conduct conditions referred to in Title II and to achieve its development objectives:
1° in a manner that guarantees sound, effective and prudent management of the institution; 2° under the conditions necessary for the proper functioning of the banking and financial system and for the safety of depositors; and 3° in a manner that adequately takes into account the interests of its clients and the integrity of the market, when the institution provides or carries out investment services and/or activities as well as ancillary services.]1

(
1
)<W
2017-11-21/08
, art. 156, 014; Entry into force: 03-01-2018>

Section II.

Corporate form

Art.

16
.[
1
Every credit institution under Belgian law must be established in one of the following corporate forms: cooperative company, public limited company, European company or European cooperative company, respecting the specific requirements laid down in this Act or in European legislation.]1

(
1
)<W
2021-06-27/09
, art. 138, 026; Entry into force: 19-07-2021>

Section III.

Share capital

Art.

17
.To obtain a licence, a capital of at least 6,200,000 euros is required.
The capital must be fully paid up to the minimum amount specified in the first paragraph.
For existing companies applying for a licence, issue premiums, reserves and carried forward profits, with the exception of revaluation surpluses, are treated as capital. However, the capital must in itself amount to at least 2,500,000 euros and be paid up for this amount. [ 2 In derogation from Article 6:4 and the provisions of Book 6, Title 6 of the Code of Companies and Associations, every credit institution established as a cooperative company must have capital of which the fixed part, established in the statutes, may not be lower than the amount referred to in the first paragraph, and which must be fully paid up for this amount. Article 7:6 of the said Code applies mutatis mutandis.]2

(
1
)<W
2021-06-27/09
, art. 139, 026; Entry into force: 19-07-2021> ( 2 )<W 2022-07-20/40 , art. 298, 031; Entry into force: 06-10-2022>

Section IV.

Shareholders or partners

Art.

18
. The licence is refused when the supervisor is not convinced of the suitability of the natural or legal persons referred to in Article 9 to guarantee a sound and prudent management of the credit institution.
The assessment of suitability to guarantee a sound and prudent management of the credit institution is carried out on the basis of the following criteria:
a) the reliability of the natural or legal persons referred to in Article 9; b) the professional reliability and expertise of each person referred to in Article 19 who will factually manage the business of the credit institution; c) the financial solidity of the natural or legal persons referred to in Article 9, in particular in light of the nature of the activities exercised and intended within the credit institution; d) whether the credit institution will be able to meet and continue to meet the prudential requirements under this Act and its implementing regulations as well as Regulation No. 575/2013, in particular whether the group of which it will be part is structured such that effective supervision and effective exchange of information between competent authorities are possible, and that the distribution of responsibilities between competent authorities can be determined; e) whether there are well-grounded reasons to suspect that money laundering or terrorist financing has been or is being committed by the natural or legal persons referred to in Article 9, or that an attempt has been made or is being made to launder money or finance terrorism, or that their status as shareholders of the credit institution could increase the risk thereof.

Section V.

Management

Art.

19
.§ 1. The members of the statutory governing body of the credit institution, the persons responsible for effective management as well as the persons responsible for independent control functions are exclusively natural persons. The persons referred to in the first paragraph must permanently possess the professional reliability and appropriate expertise required for the exercise of their functions. [ 2 These persons must in particular act honestly, with integrity and with independence of mind. With regard to the members of the statutory governing body, this must enable them to effectively assess the decisions of effective management and to challenge them if necessary, and to effectively supervise and control administrative decision-making.]2 [ 1 The supervisor in particular checks whether the requirements of the second paragraph are met if he has good reasons to suspect that money laundering or terrorist financing, an attempt thereof, or an increased risk thereof, is involved in connection with that credit institution.]1 § 2. The effective management of the credit institution must be entrusted to at least two natural persons.

(
1
)<W
2021-07-11/08
, art. 23, 027; Entry into force: 23-07-2021>
(
2
)<W
2023-12-20/08
, art. 35, 033; Entry into force: 25-01-2024>

Art.

20.
§ 1. The function of member of the statutory governing body, person responsible for effective management or responsible for an independent control function may not be exercised by persons who have been convicted:
1° of a penalty for an offense as referred to in the Royal Decree No. 22 of 24 October 1934 concerning the judicial ban on certain convicts and bankrupts from exercising certain offices, professions or activities; 2° of a penalty for violation of:
a) Article 348 of this Act; b) Articles 42 to 45 of the Royal Decree No. 185 of 9 July 1935 on bank supervision and the issuing regime for titles and securities or Article 104 of the Act of 22 March 1993 on the status and supervision of credit institutions; c) Articles 31 to 35 of the provisions concerning the supervision of private savings banks, coordinated on 23 June 1967; d) Articles 13 to 16 of the Act of 10 June 1964 on the public attraction of savings funds; e) Articles 100 to 112ter of Title V of Book I of the Code of Commerce or Articles 75, 76, 78, 150, 175, 176, 213 and 214 of the Act of 4 December 1990 on financial transactions and financial markets; f) Article 4 of the Royal Decree No. 41 of 15 December 1934 for the protection of saved wealth by regulating the sale on installment of premium bonds; g) Articles 18 to 23 of the Royal Decree No. 43 of 15 December 1934 concerning the supervision of capitalization companies; h) Articles 200 to 209 of the laws on commercial companies, coordinated on 30 November 1935; i) Articles 67 to 72 of the Royal Decree No. 225 of 7 January 1936 regulating mortgage loans and establishing supervision of mortgage loan companies, Article 34 of the Act of 4 August 1992 on mortgage credit or Articles XV.87, 3°, XV.90, 18° and 19°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law; j) Articles 4 and 5 of the Royal Decree No. 71 of 30 November 1939 concerning the trading in movable property and door-to-door solicitation of movable property and goods or foodstuffs; k) Article 31 of the Royal Decree No. 72 of 30 November 1939 regulating commodity futures exchanges, the profession of brokers and intermediaries dealing in these futures trades, and the regime of the exception of game; l) Article 29 of the Act of 9 July 1957 regulating installment sales and its financing, Article 101 of the Act of 12 June 1991 on consumer credit or Articles XV.87, 2°, XV.90, 1° to 16°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law; m) Article 11 of the Royal Decree No. 64 of 10 November 1967 regulating the status of portfolio companies; n) [1 Articles 83 and 87 of the Act of 9 July 1975 concerning the supervision of insurance companies;] 1 o) Articles 11, 15, § 4 and 18 of the Act of 2 March 1989 on the disclosure of significant holdings in listed companies and regulating public takeover bids; p) Article 139 of the Act of 25 June 1992 on land insurance contracts; q) Article 15 of the Act of 27 March 1995 concerning insurance and reinsurance mediation and the distribution of insurance; r) Articles 148 and 149 of the Act of 6 April 1995 on the status and supervision of investment firms; [2 r/1) Article 107 of the Act of 25 October 2016;] 2 s) Articles 345 to 349, 387 to 389, 433, 434, 647 to 653, 773, 788, 872, 873, 946 and 948 of the Companies Code; t) Articles 38 to 43 of the Act of 2 August 2002; u) Article 25 of the Act of 22 April 2003 concerning public offers of securities; v) Articles 286 to
292 of the Act of 3 August 2012 concerning certain forms of collective management of investment portfolios, with respect to undertakings for collective investment that meet the conditions of Directive 2009/65/EC and debt investment funds; w) Article 14 of the Act of 14 December 2005 abolishing bearer shares; x) Articles 151 to 153 of the Act of 27 October 2006 concerning supervision of occupational pension funds; y) Article 69 of the Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on a regulated market; z) Article 21 of the Act of 22 March 2006 concerning mediation in banking and investment services and distribution of financial instruments; z/1) Article 38 of the Act of 1 April 2007 on public takeover bids; z/2) Article 26 of the Act of 2 May 2007 on disclosure of significant holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions; z/3) Article 75 of the Act of 16 February 2009 on the reinsurance sector; z/4) Articles 368 to 375 of the Act of 19 April 2014 concerning alternative investment funds and their managers; [1 z/5) Article 605 of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings;] 1 [ 5 z/6) Article 51 of the Act of 21 December 2009 on the status of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money and access to payment systems;] 5 [ 5 z/7) Articles 304 to 308 inclusive of the Act of 4 April 2014 concerning insurance;] 5 [ 5 z/8) Article 231 of the Act of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money, and access to payment systems;] 5 [ 6 z/9) Article 33 of the Act of 11 July 2018 on the offering of investment instruments to the public and admission of investment instruments to trading on a regulated market;] 6 [ 7 z/10) Articles 1:36, 2:108, 3:43, 3:44, 3:45, 3:96, 3:97, 5:158, 6:128, 7:232 and 16:32 of the Companies and Associations Code;] 7 [ 8 z/11) Article 239 of the Act of 20 July 2022 on the status and supervision of listed companies and containing various provisions;] 8 3° [ 3 [ 4 ...] 4 ] 3 4° by a foreign [ 3 ...] 3 court [ 3 ...] 3 for similar offenses [ 3 ...] 3 as those referred to in [ 3 1° and 2°] 3 . The King may adapt the provisions of this section to bring them into conformity with the laws amending the texts listed therein. § 2. The prohibitions referred to in paragraph 1 apply for a period a) of twenty years if the prison sentence exceeds twelve months; b) of ten years for other prison sentences or fines, as well as in case of a suspended sentence.

(
1
)<W
2016-03-13/07
, art. 735, 006; Entry into force : 23-03-2016; see also art. 756> ( 2 )<W 2016-10-25/05 , art. 7, 009; Entry into force : 01-12-2016> ( 3 )<W 2017-07-31/10 , art. 34, 012; Entry into force : 21-08-2017> ( 4 )<W 2017-09-18/06 , art. 185, 013; Entry into force : 16-10-2017> ( 5 )<W 2018-07-30/10 , art. 90, 017; Entry into force : 20-08-2018> ( 6 )<W 2019-05-02/25 , art. 27, 019; Entry into force : 31-05-2019> ( 7 )<W 2021-06-27/09 , art. 140, 026; Entry into force : 19-07-2021> ( 8 )<W 2022-07-20/40 , art. 299, 031; Entry into force : 06-10-2022>

Section VI.

Organization

Subsection I.

General principles

Art.

21
.§ 1. Every credit institution has a sound and appropriate arrangement for its governance, including oversight measures, to ensure an effective and prudent conduct of business, which is based in particular on :
1° an appropriate policy structure based at the highest level on a clear distinction between, on the one hand, the effective management of the institution and, on the other hand, the oversight [ 4 of that management, and which] 4 within the institution provides for appropriate segregation of duties and a clearly defined, transparent and coherent arrangement for the allocation of responsibilities; 2° an appropriate administrative and accounting organization and internal control, including in particular a [ 4 control system] 4 that provides a reasonable degree of assurance regarding the reliability of the financial reporting process; [ 5 2° /1 network and information systems that are set up and managed in accordance with Regulation 2022/2554;] 5 3° effective procedures for the identification, measurement, management and monitoring of risks to which the institution is exposed, including the prevention of conflicts of interest; 4° an appropriate independent [ 4 internal audit function] 4 , risk management function and compliance function; 5° an appropriate integrity policy; 6° a remuneration policy that ensures sound and effective risk management and prevents the extent to which risks are taken from exceeding the tolerance level established by the institution; 7° [ 1 IT control and security mechanisms tailored to the institution's activities and sufficiently robust to guarantee the security and authentication of means of information transfer, minimize the risk of data corruption and unauthorized access, and prevent information leakage by maintaining the confidentiality of data at all times;] 1 8° [ 4 an appropriate internal alert system, in compliance with the legislation transposing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law and which provides in particular for specific independent and autonomous reporting of breaches of standards and codes of conduct applicable to the institution;] 4 9° the introduction of appropriate measures in the field of business continuity to ensure that critical functions can be maintained or restored as soon as possible, and, without prejudice to specific requirements for investment services and activities, that normal service provision and activity can be resumed within a reasonable timeframe. [ 2 § 1/1. In particular, credit institutions are prohibited from setting up a special mechanism. By "special mechanism" is meant a procedure meeting the following cumulative conditions:
1° it aims or results in making tax fraud by third parties possible or promoting it; 2° the initiative for it is taken by the credit institution itself or the credit institution clearly participates actively in it, or it is the result of gross negligence by the credit institution; 3° it consists of a series of behaviors or omissions; 4° it has a special character, meaning that the credit institution knows or should know that the mechanism deviates from standards and normal practices regarding banking and financial transactions.] 2 [ 1 [ 2 § 1/2.] 2 When the credit institution provides investment services and/or activities as well as ancillary services, or when it sells structured deposits or provides advice to clients in connection with such products, the credit institution acts in the best interests of its clients and promotes market integrity. Paragraph 1 applies for this purpose.] 1 § 2. The organizational arrangements referred to in paragraph 1 are exhaustively detailed and are appropriate for the nature, scale and complexity of the risks inherent in the business model and the activities of the institution. § 3. Every credit institution draws up a governance memorandum that contains for the institution concerned and, where applicable, the group or subgroup of which it is the ultimate parent undertaking, [ 1 the complete internal organizational arrangement as referred to in paragraph 1 and, where applicable, in Articles 41 to 42/2] 1 . If the credit institution is part of a group subject to supervisory oversight, the memorandum drawn up at the level of the credit institution may form part of the group's memorandum. § 4. Subsections II to V, Articles 67 to 70 and Annexes I and II determine the scope of the general obligations referred to in paragraphs 1 and 2 in specific domains. [ 3 § 5. When an exemption is granted to a credit institution pursuant to Article 7 of Regulation No. 575/2013, the supervisor determines to what extent and in what manner the credit institution may also be exempted from the obligations of this Article.] 3

(
1
)<W
2017-11-21/08
, art. 157, 014; Entry into force : 03-01-2018> ( 2 )<W 2021-06-02/03 , art. 21, 025; Entry into force : 28-06-2021> ( 3 )<W 2021-07-11/08 , art. 24, 027; Entry into force : 23-07-2021> ( 4 )<W 2022-07-20/40 , art. 300, 031; Entry into force : 06-10-2022> ( 5 )<W 2025-03-25/05 , art. 72, 035; Entry into force : 08-05-2025>

Art.

22
. If the credit institution has close links with other natural or legal persons, or if the credit institution is part of a group, those links or the legal structure of the group may not constitute an obstacle to individual or consolidated prudential supervision of the institution. If the credit institution has close links with a natural or legal person subject to the jurisdiction of a third country, the legislative and regulatory provisions applicable to that person or their implementation may not constitute an obstacle to individual or consolidated prudential supervision of the institution.

Subsection II.

Corporate Bodies

Art.

23
.[
3
The statutory governing body is a collegiate body. In this regard, the credit institution may not apply Article 7:101, § 1, second paragraph of the Companies and Associations Code. The statutory governing body bears general responsibility for the credit institution.] 3 To this end, the statutory governing body determines and controls in particular 1° the strategy and objectives of the institution; 2° the risk policy, including the risk tolerance referred to in Article 57; [ 1 3° the organization of the institution for providing or carrying out investment services and activities and ancillary services, the sale of structured deposits and the provision of advice to clients in connection with such products, including the organizational arrangement referred to in Article 41, § 1, 1° to 3°, as well as the required knowledge, skills and experience of staff, resources, procedures and arrangements for providing those services and carrying out those activities by the institution.] 1 [ 2 4° the integrity policy referred to in Article 21, § 1, 5°.] 2 The statutory governing body approves the governance memorandum of the credit institution referred to in Article 21, § 3.

(
1
)<W
2017-11-21/08
, art. 158, 014; Entry into force : 03-01-2018> ( 2 )<W 2017-12-05/04 , art. 30, 015; Entry into force : 28-12-2017> ( 3 )<W 2021-06-27/09 , art. 141, 026; Entry into force : 19-07-2021>

Art.

24
.§ 1. [
4
Every credit institution incorporated as a public limited company establishes a collegiate body, called the "executive committee", to which all powers of the board of directors as referred to in Article 7:110 of the Companies and Associations Code are transferred, without prejudice to the provisions of this Act, and which is composed exclusively of members of the board of directors. The powers thus transferred may not be exercised simultaneously by the board of directors. Without prejudice to the provisions of this Act or directly applicable norms of European law, the legal status of the members of the executive committee must meet the requirements established for the members of the board of directors referred to in Article 7:107 of the Companies and Associations Code, in particular the second paragraph of that Article 7:107.] 4 § 2. The majority of the directors of the board of directors are not members of the executive committee. § 3. [ 1 The function of chairman of the board of directors is exercised by a person who is not a member of the executive committee.] 1 § 4. The daily management [ 4 as referred to in Article 7:121 of the Companies and Associations Code] 4 may not be entrusted to a non-executive member of the board of directors.

(
1
)<W
2015-12-18/17
, art. 4, 004; Entry into force : 08-01-2016>
(
2
)<W
2019-03-23/06
, art. 20, 018; Entry into force : 01-05-2019> ( 3 )<W 2020-04-28/06 , art. 228, 023; Entry into force : 06-05-2020> ( 4 )<W 2021-06-27/09 , art. 142, 026; Entry into force : 19-07-2021>

Art.

24bis
.
<Abolished by W
2021-06-27/09
, art. 143, 026; Entry into force : 19-07-2021>

Art.

25
.§ 1. [
2
The statutes of credit institutions incorporated otherwise than as a public limited company provide for the establishment, within the statutory governing body, of a collegiate body composed exclusively of members of the statutory governing body, called the "executive committee", to which all administrative and managerial powers of the statutory governing body are transferred, excluding the determination of general policy and acts reserved to the statutory governing body by the Companies and Associations Code or by this Act. The powers thus transferred may not be exercised simultaneously by the statutory governing body. Without prejudice to the provisions of this Act or directly applicable norms of European law, the legal status of the members of the executive committee must meet the requirements established for the members of the board of directors referred to in Article 7:107 of the Companies and Associations Code, in particular the second paragraph of that Article 7:107.] 2 § 2. The majority of the members of the statutory governing body are not members of the executive committee referred to in paragraph 1. § 3. [ 1 The function of chairman of the statutory governing body is exercised by a person who is not a member of the executive committee.] 1 § 4. When the [ 2 Companies and Associations Code] 2 provides for daily management for the relevant corporate form, that may not be entrusted to a non-executive member of the statutory governing body.

(
1
)<W
2015-12-18/17
, art. 5, 004; Entry into force : 08-01-2016>
(
2
)<W
2021-06-27/09
, art. 144, 026; Entry into force : 19-07-2021>

Art.

26
.The supervisor may, on the basis of the size and risk profile of a credit institution, allow full or partial derogation from the obligations of Articles 24 and 25.
The derogation may in particular concern :
1° the obligation to establish an executive committee, without prejudice to compliance with Article 19, § 2; 2° the composition of the executive committee, by allowing persons who are not members of the statutory governing body to be members of the executive committee; in this case, Articles 19, 20 and 60 as well as 14 to 18 of Annex II apply to them; 3° combining the functions of [ 1 member of the executive committee] 1 and chairman of the statutory governing body.

(
1
)<W
2015-12-18/17
, art. 6, 004; Entry into force : 08-01-2016>

Art.

26/1
. [
1
The statutory governing body and the executive committee are composed such that these bodies collectively possess sufficient knowledge, skills and experience to understand all business activities of the institution, including the main risks to which it is exposed.] 1

(
1
)<Inserted by W
2023-12-20/08
, art. 36, 033; Entry into force : 25-01-2024>

Subsection III.

Establishment of committees within the statutory governing body

Art.

27
.[
1
Without prejudice to the tasks of the statutory governing body, every credit institution establishes the following committees within this body:
1° an audit committee;
2° a risk committee;
3° a remuneration committee;
4° a nomination committee, which are composed exclusively of members of the statutory governing body who are not executive members; a member may not sit on more than three of the aforementioned committees.
The majority of the members of the audit committee are independent within the meaning of Article 3, 83°. The chairman of the audit committee is appointed by the members of the committee.
The risk, remuneration and nomination committees each have at least one independent member within the meaning of Article 3, 83°.]
1

(
1
)<W
2022-07-20/40
, art. 301, 031; Entry into force : 06-10-2022>

Art.

28
.§ 1. In addition to the requirements of Article 27, the members of the audit committee possess collective expertise in the activities of the credit institution concerned and in the field of accounting and audit and [ 3 at least one member of the audit committee] 3 possesses expertise in the field of accounting and/or audit. § 2. [ 2 The audit committee has at least the tasks [ 3 determined] 3 in Article 7:99, § 4 of the Companies and Associations Code] 2 . The audit committee regularly reports to the statutory governing body on the exercise of its tasks, and at least when the statutory governing body prepares the annual accounts and consolidated annual accounts referred to in Article 106 and the periodic statements that the credit institution submits respectively at the end of the financial year and at the end of the first half-year. The Bank may, by regulation adopted in accordance with Article 12bis, § 2 of the Act of 22 February 1998, [ 1 the elements referred to in this paragraph] 1 [ 3 ...] 3 specify and supplement. § 3. [ 2 The [ 3 ...] 3 auditor is responsible for the assignments set out in Article 7:99, § 7 of the Companies and Associations Code.] 2

(
1
)<W
2016-12-07/02
, art. 134, 010; Entry into force : 31-12-2016> ( 2 )<W 2021-06-27/09 , art. 146, 026; Entry into force : 19-07-2021> ( 3 )<W 2022-07-20/40 , art. 302, 031; Entry into force : 06-10-2022>

Art.

29.
§ 1. The members of the risk committee individually possess the necessary knowledge, expertise, experience, and skills to understand and grasp the strategy and risk tolerance of the institution.
§ 2. The risk committee advises the statutory management body on the current and future risk tolerance and risk strategy. It assists the statutory management body in exercising supervision over the implementation of this strategy by the executive committee. The risk committee ensures that the prices of assets and liabilities and of categories of products not included in the balance sheet that are offered to clients take into account the risks incurred by the institution, given its business model and its risk strategy, in particular the risks, especially reputational risks, that may arise from the types of products offered to clients. If this is not the case, it submits an action plan to the statutory management body. § 3. Without prejudice to the information referred to in Article 57, § 3, the risk committee determines the nature, scope, form, and frequency of information on risks that must be forwarded [to the committee]. It has direct access to the risk management function of the institution and to the advice of external experts. § 4. To promote sound remuneration practices and policy, the risk committee investigates, without prejudice to the tasks of the remuneration committee, whether the incentives stemming from the remuneration system take appropriate account of risk management, the institution's own funds requirements and liquidity position, as well as the likelihood and the spread over time of profit.

(
1
)<W
2022-07-20/40
, art. 303, 031; Inwerkingtreding : 06-10-2022>

Art.

30
. § 1. The remuneration committee is composed such that it can give a thorough and independent opinion on the remuneration policy and practices and the incentives stemming therefrom for risk management, own funds requirements, and liquidity position. § 2. The remuneration committee provides advice on the remuneration policy to be established by the statutory management body and on any modifications made thereto. § 3. The remuneration committee is responsible for preparing decisions on remuneration, in particular decisions that have consequences for the risks and risk management of the credit institution concerned and on which the statutory management body must rule. In preparing such decisions, the remuneration committee takes into account the long-term interests of shareholders, investors, and other stakeholders of the credit institution, as well as the general interest. The first paragraph also applies to decisions on the remuneration of persons responsible for the independent control functions. Moreover, the remuneration committee exercises direct supervision over the remuneration of those responsible for the independent control functions.

Art.

31
.§ 1. The appointment committee is composed such that it can give a thorough and independent opinion on the composition and operation of the governing bodies of the institution, in particular on the individual and collective expertise of their members, and on their integrity, reputation, independence of mind, and availability. § 2. The appointment committee is responsible for :
1° identifying and recommending, for approval by the general meeting or, if applicable, by the statutory management body, candidates to fill vacancies in the statutory management body, checking how knowledge, skills, diversity, and experience are distributed within the statutory management body, and drawing up a description of the tasks and competencies required for a particular appointment, as well as assessing [how much] time should be devoted to the role. Furthermore, the appointment committee sets a target figure for the representation of the underrepresented gender in the statutory management body and outlines a policy to increase the number of representatives of this gender in the statutory management body and thereby achieve the target figure. The target figure, the policy line, and its implementation are disclosed in accordance with Article 435, paragraph 2, point c) of Regulation No. 575/2013 [and are communicated to the supervisor, so that he can carry out the necessary comparative analyses of practices in the field of diversity. The supervisor forwards this information to the European Banking Authority]; 2° periodically, and at least annually, evaluating the structure, size, composition, and performance of the statutory management body and formulating recommendations to the statutory management body regarding any changes; 3° periodically, and at least annually, assessing the knowledge, skills, experience, degree of involvement, in particular regular attendance, of the individual members of the statutory management body and of the statutory management body as a whole, and reporting thereon to this body; 4° periodically testing the policy of the statutory management body for the selection and appointment of its executive members, and formulating recommendations to the statutory management body. [In exercising its powers, the appointment committee ensures that one person or a small group of persons does not dominate the decision-making of the decision-making bodies in a manner that undermines the collegiality of those bodies or harms the interests of the institution as a whole.]The appointment committee may [make use]of all forms of tools it deems suitable for carrying out its mission, such as obtaining external advice, and receives adequate financial means for this purpose.

(
1
)<W
2021-07-11/08
, art. 25, 027; Inwerkingtreding : 23-07-2021> ( 2 )<W 2022-07-20/40 , art. 304, 031; Inwerkingtreding : 06-10-2022>

Art.

32
.[The Articles 27, 28, and 30 do not derogate from the provisions of the Code of Companies and Associations regarding the audit committee and the remuneration committee in listed companies within the meaning of Article 1:11 of this Code.]1

(
1
)<W
2021-06-27/09
, art. 147, 026; Inwerkingtreding : 19-07-2021>

Art.

33
.§ 1. [Non-significant credit institutions are exempted from the obligation to establish the two committees referred to in Articles 30 and 31 within their statutory management body and may additionally determine that a single committee is responsible for the tasks of the committees referred to in Articles 28 and 29.]3 § 2. The supervisor may allow a credit institution that is a subsidiary or grandchild company of a mixed financial holding, an insurance holding, a financial holding, another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm [, an asset management company for collective investment undertakings, or an asset management company for alternative investment funds], to deviate wholly or partially from the provisions of this Subsection and may lay down specific conditions for granting these derogations, provided that one or more committees are established within the groups or subgroups concerned within the meaning of Articles 28 to 31, which are competent for the credit institution and meet the requirements of this law. [Regardless of the conditions determined by the supervisor pursuant to the first paragraph, the statutory auditor annually makes the additional declaration referred to in Article 11 of Regulation No. 537/2014 to the addressees provided for in Article 225/1. When the conditions determined by the supervisor pursuant to the first paragraph lead to the establishment of an audit committee, the modalities for the proposal of appointment of a statutory auditor referred to in Article 16, paragraph 5, of Regulation No. 537/2014 apply. The mandates of the statutory auditor set out in Article 28, § 3, remain applicable, but are exercised vis-à-vis the statutory management body when the conditions determined by the supervisor do not impose the establishment of an audit committee.]2

(
1
)<W
2016-10-25/05
, art. 8, 009; Inwerkingtreding : 01-12-2016>
(
2
)<W
2016-12-07/02
, art. 135, 010; Inwerkingtreding : 31-12-2016> ( 3 )<W 2021-07-11/08 , art. 26, 027; Inwerkingtreding : 23-07-2021>

Art.

34
. If no committees as referred to in Articles 30 and 31 are established pursuant to Article 33, § 1, the tasks assigned to those committees must be performed by the statutory management body as a whole. When the chairman of the statutory management body is an executive member due to a derogation permitted pursuant to Article 26, he does not exercise the chairmanship of the statutory management body when it acts in the capacity of one of the committees referred to in Article 27.

Subsection IV.

Operational independent control functions

Art.

35
.§ 1. Every credit institution takes the necessary measures to permanently have available the following appropriate independent control functions :
a) compliance; b) risk management; c) internal audit, which are exercised by persons who are independent of the business units of the institution and possess the necessary authority to properly perform their function. The remuneration of these persons is determined according to the achievement of the objectives towards which their function is directed, independently of the results of the activities being supervised. § 2. In his assessment of the appropriateness of the functions referred to in paragraph 1, the supervisor takes into account the provisions of Article 21, § 2.

Art.

36
.§ 1. Every credit institution has a compliance function to ensure compliance by the institution, the members of its statutory management body, its effective management, employees, authorized agents, and associated agents with the legal and regulatory rules concerning integrity and conduct applicable to banking activity. The first paragraph does not derogate from the provisions of Article 87bis of the Law of 2 August 2002. § 2. Persons responsible for the compliance function report at least once a year to the statutory management body. [The statutory management body annually sends a report to the supervisor on the assessment of the compliance function that [it] carries out pursuant to Article 56, § 3.]1

(
1
)<W
2017-12-05/04
, art. 31, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2022-07-20/40 , art. 305, 031; Inwerkingtreding : 06-10-2022>

Art.

37
.§ 1. Every credit institution has an appropriate risk management function that is independent of operational functions and that has sufficient authority, status, and resources and direct access to the statutory management body. § 2. Persons responsible for the risk management function ensure that all significant risks are detected and measured and reported appropriately. They are actively involved in drawing up the risk strategy of the institution and in all policy decisions that have a significant influence on risks and [are] able to provide a complete picture of the entire range of risks incurred by the institution. § 3. The head of the risk management function is a member of the executive committee for whom the risk management function is the only function for which he is individually responsible. If the credit institution is not significant within the meaning of Article 3, 30°, the supervisor may allow a member of the senior management within the institution to fulfill this function, provided there is no conflict of interest on the part of this person. By way of derogation from the first paragraph, first sentence, the supervisor may, with a view to strengthening the autonomy and independence of the risk management function and the compliance function referred to in Article 36, allow the member of the executive committee responsible for the risk management function to also be responsible for the compliance function, provided that the two functions concerned are exercised separately.

(
1
)<W
2022-07-20/40
, art. 306, 031; Inwerkingtreding : 06-10-2022>

Art.

38
. Those responsible for the risk management function and the compliance function may report independently of the executive committee directly to the statutory management body, possibly via the risk committee, and inform them of their concerns and, if necessary, warn them if specific risk developments have or could have a negative impact on the institution, in particular damaging its reputation. The first paragraph does not derogate from the responsibilities of the statutory management body under this law and Regulation No. 575/2013.

Art.

39
.§ 1. Every credit institution guarantees in an audit charter at least that the [internal audit function]is independent [that it has unlimited right of access to information]and that its tasks relate to all activities and entities of the institution, even in case of outsourcing. § 2. The [internal audit function]provides the statutory management body and the executive committee with an independent assessment of the quality and effectiveness of the internal control, risk management, and governance framework of the credit institution. § 3. The [internal audit function]reports directly to the statutory management body, possibly via the audit committee, and informs the executive committee.

(
1
)<W
2022-07-20/40
, art. 307, 031; Inwerkingtreding : 06-10-2022>

Art.

40
.[Without prejudice to the provisions of Articles 19 to 21 [, 26/1]and 35 to 39, the Bank, by regulation adopted pursuant to Article 12bis, § 2, of the Law of 22 February 1998, may further define what constitutes an appropriate policy framework, appropriate internal control, appropriate independent internal audit function, appropriate independent risk management function, and, on the advice of the FSMA, an appropriate independent compliance function, and establish further rules in conformity with European legislation, in particular rules establishing the minimum conditions that must be met regarding the requirement to have appropriate expertise referred to in Article 19, § 1, second paragraph, including modalities regarding the procedure for assessing that requirement.]1

(
1
)<W
2017-12-05/04
, art. 32, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2023-12-20/08 , art. 37, 033; Inwerkingtreding : 25-01-2024>

Subsection V.
[ - Specific organization for providing investment services, selling structured deposits, and giving advice to clients regarding such products]1

(
1
)<W
2017-11-21/08
, art. 159, 014; Inwerkingtreding : 03-01-2018>

Art.

41
.§ 1. [Every credit institution establishes the policies and procedures referred to in Article 21 to ensure adequate compliance by the institution, the members of its statutory management body, its effective management, employees, authorized agents, and associated agents with the legal and regulatory provisions concerning investment services and activities. These policies and procedures include in particular:
1° without prejudice to Articles 67 to 70, a remuneration policy for persons involved in client service that encourages responsible entrepreneurship and fair treatment of clients and prevents conflicts of interest in relations with clients; 2° a policy on services, activities, products, and operations offered or provided, in accordance with the risk tolerance level of the institution referred to in Article 23, second paragraph, 2° and Article 57, § 1, and the characteristics and needs of the clients of the institution to whom they are offered or provided, if applicable, including the execution of appropriate stress tests; 3° appropriate rules for direct and indirect personal transactions in financial instruments carried out by the persons referred to in the first paragraph.]1 § 2. On the advice of the FSMA and the Bank [the King may determine the rules and obligations referred to in paragraph 1]. These rules and obligations may in particular concern :

[persons on whom]these rules and obligations apply;
personal transactions considered contrary to the law;
modalities [under which the persons concerned]must declare their personal transactions to the credit institution;
the manner in which credit institutions must retain data on personal transactions.

(
1
)<W
2017-11-21/08
, art. 160, 014; Inwerkingtreding : 03-01-2018> ( 2 )<W 2022-07-20/40 , art. 308, 031; Inwerkingtreding : 06-10-2022>

Art.

42
.§ 1. Every credit institution takes appropriate organizational and administrative measures to prevent conflicts of interest concerning investment services and activities between the institution, its directors, effective management, employees, and authorized agents and associated agents, or an affiliated company, on the one hand, and its clientele on the other hand, or between its clients themselves, from harming the interests of the latter. § 2. On the advice of the FSMA and the Bank [the King may determine further rules and obligations in this regard]. These rules and obligations may in particular concern the organizational rules to be observed to avoid conflicts of interest and when the credit institution produces and disseminates research on investments.

(
1
)<W
2017-11-21/08
, art. 161, 014; Inwerkingtreding : 03-01-2018>

Art.

42/1
.[Every institution providing and/or performing investment services and/or ancillary services designates a person who possesses sufficient skills and authority and is responsible for ensuring the institution's compliance with its obligations regarding the safeguarding of client financial instruments in accordance with Articles 65 and 65/1 and the regulatory provisions adopted to implement these articles. If applicable, this person may have other responsibilities, provided these do not impair the exercise of the responsibility referred to in this article.]1 [The person responsible for ensuring the credit institution's compliance within the meaning of Article 1, § 3, first paragraph, 2°, with its obligations regarding the safeguarding of its clients' financial instruments is also responsible for ensuring the credit institution's compliance with its obligations concerning the safeguarding of its clients' cash funds in accordance with Articles 65 and 74/1 and the regulatory provisions adopted pursuant to those articles.]2

(
1
)<Inserted by W
2017-11-21/08
, art. 162, 014; Inwerkingtreding : 03-01-2018> ( 2 )<W 2022-07-20/40 , art. 309, 031; Inwerkingtreding : 06-10-2022>

Art.

42/2
. [Articles 41, 42, 64, first paragraph, and 65/2 apply to credit institutions that sell structured deposits or give advice to clients regarding such products.]1

(
1
)<Inserted by W
2017-11-21/08
, art. 163, 014; Inwerkingtreding : 03-01-2018>

Section VII.

Head Office

Art.

43
. The head office of a credit institution must be located in Belgium.

Section VIII.

Deposit Protection

Art.

44
.[Credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, must join a collective deposit protection scheme in accordance with Article 380 of this law. When these credit institutions perform investment services and/or activities, they must additionally join a collective investor protection scheme in accordance with Article 384/2 of this law. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, must join a collective investor protection scheme in accordance with Article 384/2 of this law.]1

(
1
)<W
2021-07-11/08
, art. 27, 027; Inwerkingtreding : 06-10-2022>

TITLE II.

Conditions for Business Conduct

CHAPTER I.

General Provisions

Art.

45
. Every credit institution must permanently comply with the conditions laid down by or pursuant to Articles 15 to 44 of this law.

CHAPTER II.

Changes in Capital Structure

Art.

46
. Without prejudice to [Articles 9 and 18]and without prejudice to the Law of 2 May 2007 on the disclosure of major holdings, every natural or legal person acting alone or in concert who has decided to acquire or increase, directly or indirectly, a qualified participation in a credit institution governed by Belgian law, thereby reaching or exceeding the threshold of 20%, 30%, or 50% of the percentage of voting rights or shares in the capital, or whereby the credit institution would become its subsidiary, must notify the Bank thereof in writing in advance, stating the extent of the intended participation and the relevant information referred to in the second paragraph. The Bank publishes on its website a list of the relevant information required for assessment, which is proportional to and adapted to the nature of the candidate acquirer and the intended acquisition, and which must be provided together with the notification referred to in the first paragraph.

(
1
)<W
2015-12-18/17
, art. 7, 004; Inwerkingtreding : 08-01-2016>

Art.

47.

The Bank shall promptly send, and in any case within two working days of receipt of the notification and of all information referred to in Article 46, as well as after any subsequent receipt of the information referred to in the third paragraph, a written acknowledgment of receipt. It shall indicate therein the date on which the assessment period expires. The Bank shall simultaneously inform the European Central Bank.
The assessment period available to the European Central Bank to take the decision referred to in Article 48 shall not exceed sixty working days calculated from the date of the acknowledgment of receipt of the notification and of all documents required in accordance with the list referred to in Article 46, second paragraph. The Bank may, on its own initiative or when requested by the European Central Bank, during the assessment period, but not after the fiftieth working day thereof, request additional information necessary to complete the assessment. This request shall be made in writing and shall specify which additional information is needed. The Bank shall immediately communicate to the European Central Bank any additional information thus received. The assessment period shall be suspended from the date of the Bank's request for information until the receipt of a response thereto from the prospective acquirer. The suspension shall last for a maximum of twenty working days. Although the Bank remains free, after the expiry of the deadline fixed in accordance with the previous paragraph, to formulate additional requests for information for completion or clarification, if necessary at the request of the European Central Bank, these requests shall not result in a suspension of the assessment period. The Bank may extend the suspension referred to in the fourth paragraph to a maximum of thirty working days:
a) if the prospective acquirer is established outside the European Economic Area or is subject to non-Community regulation; or b) if the prospective acquirer is a natural or legal person not subject to supervision pursuant to Directive 2013/36/EU, Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) or Directive 2014/65/EU.] 1

(
1
)<KB
2014-04-25/08
, art. 392, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2016-10-25/05 , art. 10, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2021-07-11/08 , art. 28, 027; Inwerkingtreding : 23-07-2021> ( 4 )<W 2022-07-20/40 , art. 310, 031; Inwerkingtreding : 06-10-2022>

Art.

48
.[
1
In assessing the notification and information referred to in Article 46, and the additional information referred to in Article 47, the Bank, with a view to ensuring sound and prudent management of the credit institution which is the target of the intended acquisition and taking into account the likely influence of the prospective acquirer on the credit institution, assesses the suitability of the prospective acquirer and the financial soundness of the intended acquisition against all the criteria referred to in Article 18, second paragraph. During the assessment period referred to in Article 47 and no later than 15 working days before the end of that period, the Bank shall send the European Central Bank a draft reasoned decision to oppose or not to oppose the intended acquisition. The opposition may only be based on well-founded grounds to assume, on the basis of the criteria of Article 18, second paragraph, that the prospective acquirer is not suitable to ensure sound and prudent management of the credit institution, or on the fact that the information provided by the prospective acquirer is incomplete. If the European Central Bank decides to oppose the intended acquisition following the Bank's proposal, it shall notify the prospective acquirer thereof in writing within two working days and without exceeding the assessment period. At the request of the prospective acquirer, a reasoned statement of the decision may be made publicly accessible. If the European Central Bank does not oppose the intended acquisition within the assessment period, it shall be deemed approved. The European Central Bank may set a maximum time limit for the completion of the intended acquisition and extend this time limit if necessary.] 1

(
1
)<KB
2014-04-25/08
, art. 393, 002; Inwerkingtreding : 04-11-2014>

Art.

49
.[
1
For the purpose of carrying out the assessment referred to in Article 48, the Bank shall cooperate closely with any other competent authority involved or, as the case may be, consult with the FSMA, if the prospective acquirer is any of the following persons or institutions:
a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AICB manager or a management company for collective investment undertakings which has been granted a license under the law of another Member State, or, as the case may be, by the FSMA; b) the parent undertaking of any of the undertakings referred to in point a); c) a natural or legal person who exercises control over any of the undertakings referred to in point a). To this end, the Bank shall exchange with these authorities as soon as possible all information that is relevant or of essential importance for the assessment. In this regard, it shall provide all relevant information upon request and all essential information on its own initiative. In the cases referred to in the first paragraph, the Bank shall always indicate in its draft decision any opinions or observations of the competent authority responsible for the prospective acquirer or, as the case may be, of the FSMA. These opinions or observations shall also be included in the decision of the European Central Bank.] 1 [ 2 In the case referred to in Article 47, sixth paragraph, the Bank shall, insofar as necessary and insofar as it is another competent authority, ensure appropriate coordination with the consolidating supervisor designated in application of Article 17 and/or with the competent authority in the Member State where the financial holding company or mixed financial holding company is established.] 2

(
1
)<KB
2014-04-25/08
, art. 394, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2021-07-11/08 , art. 29, 027; Inwerkingtreding : 23-07-2021>

Art.

50
. Any natural or legal person who has decided no longer to hold a direct or indirect qualified participation in a credit institution shall notify the Bank thereof in advance in writing, stating the amount of the intended participation. Such a person shall also notify the Bank of his decision to reduce the size of his qualified participation such that the percentage of voting rights or shares in the capital held by him falls below the threshold of 20%, 30% or 50% or that the credit institution ceases to be his subsidiary.

Art.

51
. If the prior notifications prescribed by Articles 46 or 50 are not made or if a participation is acquired or increased despite the opposition referred to in Article 48, the president of the [1 enterprise court] 1 of the judicial district where the credit institution has its registered office, ruling in summary proceedings, [2 take the measures referred to in Article 7:84, § 1 of the Code of Companies and Associations] 2 . The procedure shall be initiated by summons by the Bank. [ 2
Article 7:84, § 3 of the Code of Companies and Associations shall apply.]
2

(
1
)<W
2018-04-15/14
, art. 252, 021; Inwerkingtreding : 01-11-2018> ( 2 )<W 2021-06-27/09 , art. 148, 026; Inwerkingtreding : 19-07-2021>

Art.

52
. Without prejudice to [1
Articles 9 and 18]
1 and without prejudice to the Act of 2 May 2007 on the disclosure of major holdings, any natural or legal person acting alone or in concert who has acquired, directly or indirectly, a participation in a credit institution governed by Belgian law, or has increased his participation in a credit institution governed by Belgian law, directly or indirectly, such that the percentage of voting rights or shares in the capital reaches or exceeds the threshold of 5% of the voting rights or the capital without thereby acquiring a qualified participation, shall notify the Bank thereof in writing within a period of ten working days following the acquisition or increase of the participation. Any natural or legal person acting alone or in concert who no longer holds a direct or indirect participation of more than 5% of the voting rights or the capital in a credit institution, which was not a qualified participation, shall make the same notification within a period of ten working days. The notifications referred to in the first and second paragraphs shall state the exact identity of the acquirer or acquirers, the number of shares acquired or disposed of, and the percentage of voting rights and of the capital of the credit institution held after the acquisition or disposal, as well as the required information as specified in the list published by the Bank [1 in accordance with Article 46, second paragraph,] 1 on its website.

(
1
)<W
2015-12-18/17
, art. 8, 004; Inwerkingtreding : 08-01-2016>

Art.

53
.[
1
Once they become aware thereof, credit institutions shall notify the Bank of acquisitions or disposals of their shares that result in an increase above or decrease below any of the thresholds referred to in Article 46.
They shall also immediately communicate to the Bank all information of which they have knowledge and which may have an influence on the situation of their shareholders or partners with regard to the assessment criteria referred to in Article 18, second paragraph. This information obligation also applies to the persons referred to in Article 9. The Bank shall communicate this information to the European Central Bank. Under the same conditions, they shall communicate to the Bank [3 at least once] 3 per year the identity of the shareholders or partners acting alone or in concert who directly or indirectly hold a qualified participation in their capital, as well as which fraction of capital and how many voting rights they thus hold. [ 2 ...] 2 ] 1

(
1
)<KB
2014-04-25/08
, art. 395, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2021-06-27/09 , art. 149, 026; Inwerkingtreding : 19-07-2021> ( 3 )<W 2022-07-20/40 , art. 311, 031; Inwerkingtreding : 06-10-2022>

Art.

53/1
. [
1
The notification obligations referred to in Articles 46, 50, 52 and 53 also apply in the event that the percentage of voting rights or shares in the capital held reaches or exceeds the thresholds referred to in those provisions or, if necessary, falls below the aforementioned thresholds as a result of a situation involving a change in the level of a participation that does not result from an acquisition or transfer, in particular the existence of multiple voting rights or an acquisition of own shares by the credit institution. In the event that a threshold referred to in Article 46 is reached or exceeded as a result of the application of the first paragraph, the assessment referred to in Articles 47 to 49 shall apply, provided that the acquisition referred to in those provisions must in that case be understood as a change in the level of participation.] 1

(
1
)<Ingevoegd bij W
2021-06-27/09
, art. 150, 026; Inwerkingtreding : 19-07-2021>

Art.

54
.[
1
If the supervisor has grounds to assume that the influence of a natural or legal person who directly or indirectly holds a qualified participation in a credit institution may hinder the sound and prudent management of that credit institution, he may, without prejudice to the other measures provided for in this Act:
1° suspend the exercise of the voting rights attached to the shares held by the shareholder or partner concerned; he may, at the request of any interested party, allow the measures he has ordered to be lifted; his decision shall be brought to the knowledge of the shareholder or partner concerned in the most suitable manner; his decision shall be enforceable once it has been brought to their knowledge; the supervisor may make his decision public; 2° summon the shareholder or partner concerned to transfer the shareholder rights in his possession within the period he determines. If they are not transferred within the set period, the supervisor may order the shareholder rights to be sequestered by the institution or the person he determines. The sequestration shall notify the credit institution, which shall amend the register of registered shares accordingly and accept the exercise of the rights attached thereto only on behalf of the sequestrator. The sequestration acts in the interest of sound and prudent management of the credit institution and in the interest of the holder of the sequestered shareholder rights. It exercises all rights attached to the shares. The amounts that the sequestrator collects as dividends or otherwise shall only be transferred to the aforementioned holder if he has complied with the summons referred to in the first paragraph, 2°. To subscribe to capital increases or other securities conferring or not conferring voting rights, to opt for dividend payment in shares of the company, to accept public takeover or exchange offers, and to pay up unpaid shares, the consent of the aforementioned holder is required. The shareholder rights acquired in the context of such transactions shall be automatically added to the aforementioned sequestration. [ 2 ...] 2 [ 2 The remuneration of the sequestrator shall be determined by the supervisor and paid by the aforementioned holder.] 2 The sequestrator may deduct this remuneration from the amounts deposited with him in his capacity as sequestrator or deposited by the aforementioned holder in anticipation of or after the execution of the transactions referred to above. If, after the expiry of the period fixed in accordance with the first paragraph, 2°, first sentence, voting rights were exercised by the original holder or by another person, other than the sequestrator, acting on behalf of that holder, despite the suspension of their exercise in accordance with the first paragraph, 1°, the [3 enterprise court] 3 of the judicial district where the company has its registered office may, at the request of the supervisor, declare all or part of the decisions of the general meeting null and void when the presence or majority quorum required for the said decisions would not have been reached, excluding the unlawfully exercised voting rights.] 1

(
1
)<KB
2014-04-25/08
, art. 396, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2015-12-18/17 , art. 9, 004; Inwerkingtreding : 08-01-2016> ( 3 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018>

HOOFDSTUK III.

General operating conditions

Afdeling I.

Minimum own funds

Art.

55
.[
2
§ 1.]
2
[
1
Without prejudice to Articles 77 and 78 of Regulation No 575/2013, the own funds of credit institutions may not fall below the amount of the minimum capital fixed in accordance with Article 17, first and third paragraphs.] 1 [ 2 § 2. Any increase in the fixed part of the capital referred to in Article 17, paragraph 4 must be fully placed and paid up and established by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations shall apply mutatis mutandis. Articles 7:208, 7:209 and 7:210 of the said Code shall apply mutatis mutandis to any reduction of this fixed part, which is subject to the prior approval of the supervisor.] 2

(
1
)<W
2016-10-25/05
, art. 11, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2022-07-20/40 , art. 312, 031; Inwerkingtreding : 06-10-2022>

Afdeling II.

Management and leadership

Onderafdeling I.

Supervision and assessment by the statutory administrative body

Art.

56
.§ 1. The statutory administrative body periodically assesses, at least once a year, the effectiveness of the organizational structure referred to in Article 21 of the institution [1 , including the specific organizational structure referred to in Subsection V of Section VI of Chapter II of Title I [2 and in Articles 64 to 66] 2 ,] 1 and its compliance with the legal and regulatory provisions. It ensures that the management committee takes the necessary measures to address any shortcomings. [ 2 Thus, the statutory administrative body periodically monitors and assesses the adequacy and implementation of the institution's strategic objectives in providing and carrying out investment services and activities and ancillary services, the sale of structured deposits and the provision of advice in connection with such products, and the adequacy of the policies for providing services to clients, and takes appropriate steps to address any shortcomings. The members of the statutory administrative body have appropriate access to all information and documents necessary to carry out the tasks with which they are charged in application of the provisions of this Act, its implementing regulations and directly applicable European legislation.] 2 § 2. The statutory administrative body effectively supervises the management committee and is responsible for supervising the decisions taken by the management committee and by the effective management of the institution. § 3. The statutory administrative body assesses in particular the proper functioning of the independent control functions referred to in Article 35. [ 2 It also ensures that the institution allocates sufficient personnel and financial resources to the permanent training of the members of the statutory administrative body.] 2 § 4. In the annual report of the statutory administrative body, the individual and collective expertise of the members of the committees referred to in Articles 27 to 31 is justified. § 5. The statutory administrative body lays down the general principles of the remuneration policy and assesses them regularly, at least once a year, and is responsible for supervising their implementation. For that assessment [3 it calls upon] 3 the independent control functions. § 6. The statutory administrative body ensures that the governance memorandum referred to in Article 21, § 3, is updated and that the updated governance memorandum is submitted to the supervisor.

(
1
)<W
2015-12-18/17
, art. 10, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-11-21/08 , art. 164, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2022-07-20/40 , art. 313, 031; Inwerkingtreding : 06-10-2022>

Art.

57
.§ 1. In the context of its tasks as referred to in Article 23, the statutory administrative body establishes the risk tolerance of the credit institution for all its activities.
In this regard, the statutory administrative body approves and regularly reviews the strategies and policies for incurring, managing, monitoring and limiting the risks to which the credit institution is or may be exposed, including the risks arising from the macro-economic context in which the credit institution operates and those related to the state of the economic cycle. The risk tolerance of the institution for all relevant activities shall be communicated to the supervisor, who shall be kept informed of changes in this regard. § 2. The statutory administrative body devotes a significant part of its activities to supervising the management of all significant risks, in particular those falling under Regulation No 575/2013, to the valuation of assets and the use of external ratings and internal models related to these risks, and ensures that sufficient resources are allocated to these aspects. § 3. [ 1 ...] 1 § 4. In establishing its risk management policy, the statutory administrative body sets the criteria determining whether the credit and counterparty risk arising from transactions should be considered significant, thereby requiring explicit notification of these transactions and of important decisions in this regard, within a period that enables the statutory administrative body to oppose them if necessary. § 5. The statutory administrative body approves the liquidity recovery plan as referred to in Article 8, § 8 of Annex I to this Act and ensures that the internal policies and procedures of the institution are adapted accordingly.

(
1
)<W
2022-07-20/40
, art. 314, 031; Inwerkingtreding : 06-10-2022>

Art.

58
.§ 1. The statutory administrative body oversees the integrity of the accounting and financial reporting systems, including the arrangements for operational and financial control. It assesses the operation of internal control at least once a year and ensures that this control provides a reasonable degree of assurance as to the reliability of the financial reporting process, so that the annual accounts and financial information [1 are in compliance] 1 with the applicable accounting regulations. § 2. The statutory administrative body supervises the procedure for disclosing and communicating data required by or pursuant to this Act or Regulation No 575/2013.

(
1
)<W
2022-07-20/40
, art. 315, 031; Inwerkingtreding : 06-10-2022>

Onderafdeling II.

Measures to be taken by the management committee

Art.

59.
§ 1. Without prejudice to the powers of the statutory administrative body, the management committee, under the supervision of the statutory administrative body, takes the necessary measures for the compliance and implementation of the provisions of Article 21, including the specific organizational arrangement referred to in Subsection V of Section VI of Chapter II of Title I, and in Articles 64 to 66, as well as, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, the specific organizational arrangement referred to in Articles 65, § 3, second paragraph, 65/1 and 74/1.

§ 2. The management committee reports [...] to the statutory administrative body, the statutory auditor and the supervisor, on the assessment of the effectiveness of the organizational arrangement referred to in Article 21 [including the specific organizational arrangement referred to in Subsection V of Section VI of Chapter II of Title I and in Articles 64 to 66] and on the measures taken, if any, to address any shortcomings. The report justifies why these measures comply with statutory and regulatory provisions.

For credit institutions subject to the direct supervision of the European Central Bank under Articles 6(4) and (5)(b) of the SSM Regulation, reporting takes place at least once a year.
For other credit institutions, reporting takes place at least every two years. In the year in which no full reporting takes place as referred to in the first paragraph of this section, a concise summary must still be reported, the minimum content of which is determined in the guidelines established by the supervisor.

§ 3. Without prejudice to its other tasks, the management committee ensures in particular that the remuneration policy established by the statutory administrative body is correctly implemented.

§ 4. The management committee also takes the necessary measures to ensure that the credit institution controls the risks referred to in Articles 1 to 9 of Annex I to this Act.

§ 5. For the application of Article 57, the management committee and the persons responsible for the effective management share appropriate information with the statutory administrative body on all significant risks and on all policies regarding the management and control of the significant risks of the institution and the changes thereto.

(1) <Act of 18 December 2015, art. 11, 004; Entry into force: 08-01-2016> (2) <Act of 21 November 2017, art. 165, 014; Entry into force: 03-01-2018> (3) <Act of 2 May 2019, art. 28, 019; Entry into force: 31-05-2019> (4) <Act of 11 July 2021, art. 30, 2° and 4°, 027; Entry into force: 23-07-2021> (5) <Act of 11 July 2021, art. 30, 1°, 027; Entry into force: 06-10-2022> (6) <Act of 20 July 2022, art. 316, 031; Entry into force: 06-10-2022>

Art. 59/1.
§ 1. When a member of the management committee has a direct or indirect pecuniary interest that is incompatible with the interest of the credit institution in the context of a decision or transaction that falls within the competence of the management committee, the member concerned must notify the other members before the management committee takes a decision. His declaration and explanation regarding the nature of this conflicting interest are included in the minutes of the meeting of the management committee that is to take the decision. The management committee may not delegate this decision. The management committee describes in the minutes the nature of the decision or transaction referred to in the first paragraph and its pecuniary consequences for the credit institution and justifies the decision taken, and sends a copy of these minutes to the board of directors during its next meeting. In the annual report referred to in Article 3:5 of the Code of Companies and Associations, this part of the minutes is included in its entirety. The minutes of the meeting of the management committee are communicated to the statutory auditor. In the report referred to in Article 3:74 of the Code of Companies and Associations, the statutory auditor assesses, in a separate section, the pecuniary consequences for the credit institution of the decisions of the management committee, as described by him, for which a conflicting interest as referred to in the first paragraph exists. The member with a conflict of interest as referred to in the first paragraph may not participate in the deliberations of the management committee regarding these transactions or decisions, nor in the vote in that regard. When all members have a conflict of interest, the decision or transaction is submitted to the board of directors; if the board of directors approves the decision or transaction, the management committee may execute it.

§ 2. Without prejudice to the right of the persons referred to in Articles 2:44 and 2:46 of the Code of Companies and Associations to request the nullity or suspension of the decision of the management committee, the credit institution may request the nullity of decisions or transactions that took place in violation of the rules determined in this article, if the counterparty to those decisions or transactions was aware or should have been aware of that violation.

§ 3. Section 1 is not applicable when the decisions or transactions that fall within the competence of the management committee relate to decisions or transactions concluded between companies, including the credit institution, of which one directly or indirectly owns at least 95% of the votes attached to all the securities issued by the other, or between companies, including the credit institution, of which at least 95% of the votes attached to all the securities issued by each of them are owned by another company. Furthermore, Section 1 is not applicable when the decisions of the management committee relate to usual transactions that take place under the conditions and against the securities that are customary in the market for similar transactions.

(1) <Inserted by Act of 27 June 2021, art. 143, 026; Entry into force: 19-07-2021> (2) <Act of 20 July 2022, art. 317, 031; Entry into force: 06-10-2022>

Subsection III.

Appointments, dismissals and exercise of external functions

Art. 60.
§ 1. Credit institutions notify the supervisor in advance of the proposal for the appointment of the members of the statutory administrative body and of the members of the management committee or, in the absence of a management committee, of the persons responsible for the effective management, as well as of the persons responsible for the independent control functions.

In the context of the information provision required under the first paragraph, credit institutions share with the supervisor all documents and information that enable him to assess whether:

the persons whose appointment is proposed possess, in accordance with Article 19, the professional reliability and appropriate expertise required for the exercise of their function;
the profile of the persons concerned is such that the requirement of collective competence of Article 26/1 is met;
the proposed appointments are consistent with the policy and objective established by the appointments committee in accordance with Article 31, § 2, 1°, particularly regarding the representation of persons of different genders.

The first paragraph also applies to the proposal for the renewal of the appointment of the persons referred to in the first paragraph, as well as to the non-renewal of their appointment, their removal or their dismissal.

§ 2. The appointment of the persons referred to in Section 1 is submitted in advance for approval to the supervisor. The approval of the supervisor is granted only if the appointment concerned ensures that the person concerned meets the requirements of Article 19 and the credit institution meets those of Article 26/1. In granting approval, account is also taken of the extent to which the policy and objective established by the appointments committee in accordance with Article 31, § 2, 1°, are followed, particularly regarding the representation of persons of different genders.

When it concerns the appointment of a person who is proposed for the first time for a function as referred to in Section 1 at an undertaking that is under the supervision of the supervisor pursuant to Article 36/2 of the Act of 22 February 1998 or the SSM Regulation, the National Bank first consults the FSMA. The FSMA communicates its advice to the National Bank within a period of one week after receipt of the request for advice.

§ 3. Credit institutions inform the supervisor of any division of tasks between the members of the statutory administrative body, between the members of the management committee or, in the absence of a management committee, between the persons responsible for the effective management. Significant changes in the division of tasks as referred to in the first paragraph give rise to the application of Sections 1 and 2.

§ 4. In addition to what is provided in Section 1, credit institutions and the persons referred to in Section 1 notify the supervisor without delay of any fact or element that implies a change in the information provided at the time of appointment and that may influence the professional reliability or appropriate expertise required for the exercise of the function concerned. Pursuant to Articles 45, 134 and 135, the supervisor may, when he becomes aware of such a fact or element in the context of the execution of his supervisory task, whether or not obtained pursuant to the first paragraph, reassess compliance with the requirements referred to in Article 19, § 1, second paragraph.

(1) <Act of 5 December 2017, art. 33, 015; Entry into force: 28-12-2017> (2) <Act of 20 December 2023, art. 38, 033; Entry into force: 25-01-2024>

Art. 61.
§ 1. The persons responsible for the independent control functions referred to in Article 35 devote the necessary time to the exercise of their functions in the institution.
The internal rules referred to in Article 62, § 3 must ensure that an external function exercised by a person referred to in the first paragraph cannot impair the availability required for the exercise of his independent control function and must prevent conflicts of interest from arising with the exercise of that function.

§ 2.
The persons responsible for the independent control functions referred to in Article 35 may not be removed from their function without the prior approval of the statutory administrative body.
The credit institution notifies the supervisor in advance of this.

(1) <Act of 27 June 2021, art. 151, 026; Entry into force: 19-07-2021>

Art. 62.
§ 1. The members of the statutory administrative body and the members of the management committee and, in the absence of a management committee, the persons responsible for the effective management, devote the necessary time to the exercise of their functions in the institution.

§ 2. Without prejudice to Section 1 and Article 21, the members of the bodies of the credit institution and all persons who, under whatever name or capacity, participate in the management or policy of the institution, whether or not on behalf of the credit institution, may, under the conditions and within the limits established in this article, hold mandates as director or manager in or participate in the management or policy of a company, an undertaking with another Belgian or foreign legal form, or a Belgian or foreign public institution with industrial, commercial or financial activities, or an association.

§ 3. The external functions referred to in Section 2 are governed by the internal rules that the credit institution must introduce and comply with in order to:
1° avoid that persons who participate in the effective management of the credit institution would no longer be sufficiently available to exercise effective management due to the exercise of those functions; 2° prevent conflicts of interest from arising at the credit institution as well as risks associated with the exercise of those functions, including in the field of insider transactions; 3° ensure appropriate disclosure of those functions.

The National Bank determines by regulation established in accordance with Article 12bis, § 2 of the Act of 22 February 1998 how those obligations are implemented.

§ 4. The mandataries of a company who are appointed on the proposal of the credit institution must be members of the management committee of the credit institution, or persons designated by the management committee.

§ 5. The members of the statutory administrative body who are not members of the management committee of the credit institution may not exercise a mandate in a company in which the institution holds a participation, unless they do not participate in the daily management of that company. When the credit institution is significant within the meaning of Article 3, 30°, the external functions referred to in Section 2 are, without prejudice to Sections 1 and 3, additionally limited, unless the mandate in the credit institution is exercised on behalf of a Member State, to the following number of mandates:

either three mandates that may not imply participation in the daily management; or
one mandate that implies participation in the daily management and one mandate that may not imply participation in the daily management.

§ 6. The members of the management committee, or, in the absence of a management committee, the persons who participate in the effective management of the credit institution, may not exercise a mandate that implies participation in the daily management, except in a company as referred to in Article 89, paragraph 1 of Regulation No. 575/2013, with which the credit institution has close links, in a collective investment undertaking governed by statutes within the meaning of the Act of 3 August 2012 concerning collective investment undertakings that meet the conditions of Directive 2009/65/EC and in debt investment undertakings or in a collective investment undertaking governed by statutes within the meaning of the Act of 19 April 2014 concerning alternative investment funds and their managers, or in a holding company in which they or persons connected with them hold a significant interest. When the credit institution is significant within the meaning of Article 3, 30°, the external functions referred to in Section 2 are, without prejudice to Sections 1 and 3, additionally limited to two mandates that may not imply participation in the daily management, unless the mandate in the credit institution is exercised on behalf of a Member State.

§ 7. In individual cases, the supervisor may grant a derogation for the maximum number of mandates provided for in Section 5, second sentence, and Section 6, second sentence, by allowing an additional mandate to be exercised that does not imply participation in the daily management. The supervisor regularly informs the European Banking Authority of the use he makes of this derogation power.

§ 8. Credit institutions notify the supervisor without delay of the functions exercised outside the credit institution by the persons referred to in Section 2, for the purpose of supervising compliance with the provisions of this article.

§ 9. For the application of Section 5, second sentence, and Section 6, second sentence, the exercise of several mandates, whether or not implying participation in the daily management, in undertakings that are part of the group to which the credit institution belongs or of another group, is considered as a single mandate. For the application of this article, "group" means a body of undertakings formed by a parent undertaking, its subsidiary undertakings, the undertakings in which the parent undertaking or its subsidiary undertakings hold a participation directly or indirectly within the meaning of Article 3, 26° of this Act, as well as the undertakings with which a consortium is formed and the undertakings that are controlled by or hold a participation in the latter undertakings within the meaning of Article 3, 26° of this Act.

(1) <Act of 18 December 2015, art. 12, 004; Entry into force: 08-01-2016> (2) <Act of 25 October 2016, art. 12, 009; Entry into force: 01-12-2016> (3) <Act of 27 June 2021, art. 152, 026; Entry into force: 19-07-2021> (4) <Act of 20 July 2022, art. 318, 031; Entry into force: 06-10-2022>

Art. 62/1.
The members of the statutory administrative body and the members of the management committee may not exercise an employment function in the credit institution or in a company in which the credit institution holds a participation. The supervisor may grant a derogation on a case-by-case basis from the obligation referred to in the first paragraph for a credit institution when it intends to appoint persons to its statutory administrative body who are employees and employee representatives in branches established in a Member State where the participation of employee representatives in the supervisory body is legally anchored, or in entities in which the credit institution holds a participation, due to its international dimension or because it is part of a group to which entities belong that are subject to another legal system in which the participation of employee representatives in the supervisory body is legally anchored, if this derogation does not, in the opinion of the supervisor, impair the appropriateness of the governance system of the credit institution, and in particular not the adequacy of the supervision of effective management. The supervisor may attach conditions to a derogation granted under this paragraph to ensure the appropriateness of the governance of the institution.

(1) <Inserted by Act of 27 June 2021, art. 153, 026; Entry into force: 19-07-2021>

Section III.

Risk Management

Subsection I.

Treatment of risks

Art. 63. Every credit institution ensures that its risks are controlled in accordance with the provisions of Annex I to this Act.

Subsection II.

Management of risks related to the provision of investment services

Art. 64. Every credit institution keeps records of all investment services and activities provided or performed by it and of all transactions executed by it to enable the supervisor and the FSMA to verify, each on their part, whether the institution complies with the provisions of this Act or the provisions taken for its implementation, with Regulation No. 600/2014 and Regulation 2017/565, as well as with the statutory and regulatory provisions for which the FSMA must supervise compliance, and in particular whether the institution complies with its obligations towards its clients or potential clients and regarding market integrity. The keeping of records includes the recording of telephone conversations or electronic communications that relate at least to transactions concluded for own account trading and the provision of services concerning the reception, transmission and execution of client orders. To that end, every credit institution takes all reasonable measures for the recording of the aforementioned conversations and electronic communications that have been established with, sent from or received by equipment made available by the credit institution to an employee or subcontractor or the use of which is permitted by it. Clients may place their orders through other channels; however, these communications must be made using durable media, such as letters, faxes, e-mails, or documentation regarding orders placed by the clients concerned during meetings. In particular, the content of direct conversations with a client may be recorded by means of minutes or a note. Orders placed in this manner are equated with orders received by telephone. Every credit institution takes all reasonable measures to prevent an employee or subcontractor from establishing, sending or receiving the aforementioned telephone conversations and electronic communications on private equipment on which the institution cannot record or copy data. The recordings referred to in this article are kept for five years and, if the supervisor so requests, for up to seven years.

(1) <Act of 21 November 2017, art. 166, 014; Entry into force: 03-01-2018>

Art.

65.

§ 1. A credit institution may, in any manner [use] 3 financial instruments belonging to a client provided that the client has previously given explicit consent for this. The client's financial instruments may only be used under the conditions to which the client has agreed.] 1

[ 1
§ 2. The King may, after advice from the Bank and the FSMA, establish the conditions and rules to which deposits of financial instruments made by clients at credit institutions must comply, as well as the conditions and rules for the transactions that credit institutions may carry out with regard to these financial instruments, particularly concerning the consent referred to in paragraph 1. The King may in particular establish detailed rules for granting the consent referred to in paragraph 1. Furthermore, the King may also develop rules for the organization, protection of, and information provision to clients regarding the receipt of these financial instruments by credit institutions and their deposit with other intermediaries.] 1

[ 1
§ 3.] 1
When a credit institution holds financial instruments belonging to its clientele, it takes appropriate measures to safeguard the rights of its clientele [ 3 , particularly when liquidation proceedings have been opened against it] 3 . [ 1 It also takes appropriate measures to ensure that paragraphs 1 and 2 are complied with] 1 .

[ 2
When a credit institution as referred to in Article 1, § 3, first paragraph, 2°, holds funds belonging to a client, it takes appropriate measures to safeguard the rights of its clientele and to prevent the funds belonging to the client from being used for its own account.] 2

( 1 )<W 2016-10-25/05, art. 13, 009; Entry into force: 01-12-2016> ( 2 )<W 2021-07-11/08, art. 31, 027; Entry into force: 06-10-2022> ( 3 )<W 2022-07-20/40, art. 320, 031; Entry into force: 06-10-2022>

Art.

65/1
.[ 1
§ 1. Credit institutions must keep all data and accounts necessary to enable them at any time to immediately distinguish the funds held for a client from the funds held for other clients, and from their own funds.
These data and accounts must be kept in such a way that they are always accurate and in particular reflect the financial instruments and funds held for clients.

§ 2. Credit institutions must periodically check whether their internal accounts and data correspond with those of any third-party intermediaries holding these funds.

§ 3. The King may, after advice from the Bank, establish the conditions and detailed rules for the requirements referred to in paragraphs 1 and 2, as well as, more generally, requirements regarding the accounting organization and accounting rules for the deposit of financial instruments at credit institutions.] 1

( 1 )<W 2022-07-20/40, art. 321, 031; Entry into force: 06-10-2022>

Art.

65/2
.[ 1
§ 1. Every credit institution that develops financial instruments for sale to clients ensures the maintenance, operation, and testing of a process for the approval of each financial instrument and significant modifications of existing financial instruments before they are placed on the market or circulated among clients. As part of this approval process, an identified target group of end-clients within the relevant category of clients is specified for each financial instrument, and it is ensured that all relevant risks for such a target group have been evaluated and that the planned distribution strategy is aligned with that target group.

[ 2
Credit institutions are exempt from the requirements referred to in the first and second paragraphs if the investment service they provide relates to bonds without any embedded derivatives other than a make-whole clause, or if the financial instruments are traded or distributed exclusively to eligible counterparties as defined in implementation of Article 26, eighth paragraph, of the Law of 2 August 2002.] 2

§ 2. Every credit institution that offers or recommends financial instruments that it has not itself developed makes the necessary arrangements to obtain from their developers all useful information about those financial instruments and about the approval procedure for them, and to identify and understand the characteristics of the target group for those financial instruments. The processes and arrangements referred to in this article do not derogate from the Law of 2 August 2002 and Regulation No. 600/2014, including the conduct rules referred to in Article 2, 46°, of the Law of 25 October 2016.

§ 3. The King may, after advice from the Bank and the FSMA, establish rules for the implementation of the organizational rules referred to in this article, in particular to comply with the provisions of Articles 9 and 10 of Delegated Directive (EU) 2017/593 of the Commission of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to the safeguarding of financial instruments and client funds, product governance obligations, and the rules applicable to paying or receiving fees, commissions, and monetary or non-monetary benefits.] 1

( 1 )<Inserted by W 2017-11-21/08, art. 167, 014; Entry into force: 03-01-2018> ( 2 )<W 2022-02-23/09, art. 38, 028; Entry into force: 28-02-2022>

Art.

65/3
. [ 1
The King may, after advice from the FSMA and the Bank, establish the specific organizational requirements applicable to credit institutions that, in the context of their investment activities and/or services:
1° engage in algorithmic trading, also in execution of a market-making strategy; 2° provide direct electronic access to a trading platform; and/or 3° act as a clearing member as described in Article 2, point 14, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. Supervision of compliance with the obligations established on the basis of the first paragraph, 1°, falls within the competence of the FSMA, without prejudice to the prerogatives of the supervisor in case of non-compliance with the obligations of Article 21. For the exercise of that competence, the FSMA has the prerogatives referred to in Articles 34, 35, §§ 1 and 2, 36, 36bis and 37 of the Law of 2 August 2002.] 1

( 1 )<Inserted by W 2017-11-21/08, art. 168, 014; Entry into force: 03-01-2018>

Section IV.

Outsourcing

Art.

66
. When a credit institution outsources operational tasks that are critical for continuous and satisfactory service provision, particularly regarding investment services and activities, it takes appropriate measures to limit the operational risk associated with this. The outsourcing referred to in the first paragraph must not materially impair the appropriateness of the institution's internal control procedures or the supervisor's ability to verify whether the institution complies with its legal and regulatory obligations. The Bank publishes, on the advice of the FSMA, a policy statement setting out the policy it follows regarding outsourcing of wealth management services to non-professional clients.

Section V.

Remuneration Policy and its Implementation

Subsection I.

Principles

Art.

67
.[ 1
The remuneration policy established in accordance with Article 56, § 5 and Article 41, § 1, 1°, aligns with the business strategy, objectives, values, and long-term interests of the institution, and includes measures to avoid conflicts of interest. The remuneration policy must be gender-neutral. In drawing up and applying their remuneration policy, institutions comply with the requirements of Annex II in a manner consistent with the size and internal organization of the institution and with the nature, scope, and complexity of its activities. The remuneration policy applies to categories of staff whose professional activities have a material impact on the risk profile of the institution. For the application of the second paragraph, categories of staff whose professional activities have a material impact on the risk profile of the institution include at least:
1° all members of the statutory governing body and senior management; 2° staff with managerial responsibility for the control functions or essential business units of the institution; 3° staff who were entitled to significant remuneration in the previous financial year, provided the following conditions are met:
a) the staff member's remuneration is equal to or higher than 500,000 euros and equal to or higher than the average remuneration granted to members of the statutory governing body and senior management of the institution, as referred to in 1°; b) the staff member performs professional activities in an essential business unit and the activities are such that they have a significant impact on the risk profile of the relevant business unit.] 1

( 1 )<W 2021-07-11/08, art. 33, 027; Entry into force: 23-07-2021>

Art.

68
. The remuneration policy applies to all remuneration, including variable remuneration and discretionary pension benefits, of the persons referred to in Article 67, second paragraph, and makes, in accordance with the provisions of Annex II, a clear distinction to determine the criteria for establishing:

the fixed base remuneration, which should primarily reflect relevant professional experience and organizational responsibilities, as set out in the job description forming part of the employment conditions, and
the variable remuneration, which depends on performance criteria, should reflect a sustainable and risk-adjusted return, as well as extra performance delivered beyond the performance described in the job description forming part of the employment conditions.

Art.

69
. Annex II of this Act sets out the criteria, rules, and obligations to which the remuneration policy of credit institutions and its implementation must comply, in particular the conditions for the establishment and payment of variable remuneration.

Art.

70
. The remuneration practices regarding the persons referred to in Article 67, second paragraph, align with the remuneration policy established by the institution and comply with the obligations of Annex II. These remuneration practices are regularly assessed to verify whether the provisions of Annex II are complied with at all times, taking into account the development of the institution's situation.

Subsection II.

Credit Institutions that have Received Exceptional State Aid

Art.

71
. Credit institutions that have received exceptional state aid adapt their remuneration policy and practices in accordance with the requirements of Annex II.

Section VI.
[ 1

Transactions of credit institutions as referred to in Article 1, § 3, first paragraph, 1°, that are restricted or prohibited and payments that may be declared void.] 1

( 1 )<W 2021-07-11/08, art. 34, 027; Entry into force: 23-07-2021>

Subsection I.
[ 1

Transactions with group entities, leaders, and connected persons] 1

( 1 )<W 2019-05-02/25, art. 29, 019; Entry into force: 31-05-2019>

Art.

72
.[ 1
§ 1. [ 4 credit institutions as referred to in Article 1, § 3, first paragraph, 1°] 4 may not directly or indirectly conclude agreements or carry out transactions, in particular loans, credits, or guarantees, in any manner or form, in particular their execution on current account, with:
1° the members of their statutory governing body and the members of their management committee or, in the absence of a management committee, the persons responsible for effective management, as well as the effective leaders of their branches; 2° the persons referred to in Article 9, first paragraph, as well as the members of their various bodies and the persons participating in their effective management; 3° the enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control; 4° [ 3 the enterprises or institutions in which the persons referred to in 1° and 5° hold a qualifying participation, can exercise significant influence, or hold a function as referred to in 1°;] 3 5° the persons connected with the persons referred to in 1°, under market conditions or, where applicable, based on the research procedures and under the conditions, up to the amounts and with the guarantees that apply to their clientele. Of the loans, credits, or guarantees referred to in the first paragraph, concluded in any manner or form, explicit notice must be given within a timeframe that enables the statutory governing body to object to them. Regardless of the body that must decide, members who have a direct or indirect personal or functional interest may not participate in the deliberations of the statutory governing body regarding these transactions, nor in the vote on this matter. These loans, credits, and guarantees, concluded in any manner or form, with the exception of those concluded with enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control, [ 3 are properly documented and brought to the attention] 3 of the supervisor according to the frequency and rules he determines. When these transactions are not concluded under normal market conditions or under the conditions that apply to their clientele, the supervisor may require that the agreed conditions be adjusted on the date when these transactions took effect. If not, the members of the statutory governing body who made the decision are jointly and severally liable to the institution for the difference. The notifications to the statutory governing body and the supervisor referred to in the second paragraph need not take place when the total of loans, credits, or guarantees, concluded in any manner or form, with a specific person, enterprise, or institution does not exceed [ 3 500,000 euros] 3 . The notifications to the statutory governing body referred to in the second paragraph of loans, credits, or guarantees, concluded in any manner or form, to enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control need not take place either if these loans, credits, or guarantees, concluded in any manner or form, fall
within the limits of a framework agreement that has been the subject of a notification referred to in the second paragraph.

§ 2. The provisions contained in § 1 do not derogate from the rules that apply in this regard based on the [ 2 Code of Companies and Associations] 2 .] 1

( 1 )<W 2019-05-02/25, art. 30, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-06-27/09, art. 154, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08, art. 35, 027; Entry into force: 23-07-2021> ( 4 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Art.

72/1
.[ 1
In derogation from the provisions of the [ 2
Code of Companies and Associations] 2 and notwithstanding Article 72, no loans, credits, or guarantees, concluded in any manner or form, may be granted directly or indirectly to persons to enable them to subscribe directly or indirectly to shares or other securities entitling them to dividends of the [ 3 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 3 or of a company with which there is a close link or which entitle them to acquire such securities, or to acquire such shares or other securities.] 1

( 1 )<Inserted by W 2019-05-02/25, art. 31, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-06-27/09, art. 154, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Art.

73
. In the event of the bankruptcy of a [ 2 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 2 all payments that this institution has made to the members of its statutory governing body in the form of bonuses or other profit participations, either in cash or otherwise, are void and without effect with regard to the estate, during the two years preceding the time established by [ 1 the insolvency court] 1 as the moment when it ceased its payments. The first paragraph does not apply when [ 1 the insolvency court] 1 acknowledges that no obviously gross fault committed by these persons contributed to the bankruptcy.

( 1 )<W 2019-05-02/25, art. 32, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Subsection II.

Use of Funds and Values

Art.

74
. Credit institutions may not use the funds and assets at their disposal to directly or indirectly influence public opinion for their own benefit.
This prohibition does not apply to openly conducted commercial advertising.

Section VI/1.
[ 1

Transactions of credit institutions as referred to in Article 1, § 3, first paragraph, 2°, that are restricted or prohibited and payments that may be declared void and holding of client funds.] 1

( 1 )<Inserted by W 2021-07-11/08, art. 37, 027; Entry into force: 06-10-2022>

Art.

74/1
§ 1. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, may not receive money deposits from their clients, with the exception of sight deposits and renewable term deposits for a maximum of three months, which are intended for the acquisition of financial instruments, for investment in structured deposits, or for repayments. The duration of renewed term deposits may not exceed one year, unless a longer duration is necessary for the relevant deposits in the context of an asset management agreement concluded with the client.

§ 2. The deposits referred to in paragraph 1 must be placed with one or more entities that have the status of:
1° central bank;
2° credit institution within the meaning of Article 1, § 3, first paragraph, 1°, which falls under the jurisdiction of another Member State; 3° credit institution within the meaning of Article 1, § 3, first paragraph, 1°, which falls under the jurisdiction of a third country; 4° recognized money market fund.

The obligation referred to in the first paragraph does not apply to immediately callable funds, nor to funds callable within a maximum period of three working days, nor to funds provided to cover client liabilities.

The entities referred to in the first paragraph may not assert rights based on their own claims against the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, which opened this account, on the funds placed on a joint or individualized client account. Attachment by the creditors of the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, on these accounts and their balance is also not permitted.

§ 3. [In the event of liquidation proceedings opened against a credit institution within the meaning of Article 1, § 3, first paragraph, 2°, or the winding-up of that credit institution under the Code of Companies and Associations, the funds placed in application of paragraph 2 on a joint client account or on an individualized account that allows the identification of individual clients, with the exception of the funds that could be reclaimed by their titulars, shall be used with a special privilege for the repayment of the funds referred to in paragraph 1, excluding the funds referred to in paragraph 2, second paragraph.

In derogation of Articles XX.155, § 1, XX.156, first and second paragraphs, and XX.165 of the Code of Economic Law, the recovery of the funds in application of the first paragraph does not require an individual declaration of claim by the clients who are the titulars thereof. The liquidator or the liquidating trustee informs the relevant clients in writing of the amount of the funds to which they are entitled, possibly reduced by the amount of the costs associated with the allocation of the subject matter of the special privilege, and invites them to notify him, by means of a pre-drafted form that forms an appendix to his letter or is accessible via an electronic platform for information sharing made available by the liquidator or the liquidating trustee, of the necessary information that will allow him to proceed with the repayment of this amount in the context of the winding-up process in accordance with the applicable provisions of Book XX of the Code of Economic Law or, if applicable, the settlement of the winding-up in accordance with the applicable provisions of Book 2, Title 8, of the Code of Companies and Associations. In the absence of notification to the liquidator or the liquidating trustee of the aforementioned form or an equivalent request according to the modalities provided by the liquidator or the liquidating trustee within a period of six months from his letter to the relevant clients, these clients lose the benefit of the privilege referred to in the first paragraph as well as the right to demand withdrawal of their claim.]

§ 4. The King may, after advice from the Bank and the FSMA, establish the conditions and modalities to which the deposits placed by clients with credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, must comply, as well as the conditions and modalities for the investments that credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, may make with these funds, in particular the risk concentration limits regarding the investment of these funds. These conditions and modalities also relate to the rules concerning organization, protection of, and information provision to clients regarding the receipt of these funds by the credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, and their investment with third parties.

To safeguard client funds, the King may, after advice from the Bank and the FSMA, in exceptional circumstances, impose organizational requirements in addition to the requirements of Articles 65 and 65/1 and of this article. These requirements must be objectively justified and proportionate in order to address specific risks for the protection of the investor or for the integrity of the market that are of particular importance in the circumstances specific to the Belgian market structure. If this power is used, the European Commission shall be informed thereof in accordance with Article 16, paragraph 11, of Directive 2014/65/EU.]

1

(
1
)<Inserted by Law 2021-07-11/08, art. 38, 027; Entry into force: 06-10-2022> ( 2 )<Law 2023-12-20/08, art. 39, 033; Entry into force: 25-01-2024>

Art.

74/2
. [Credit institutions within the meaning of Article 1, § 3, first paragraph, 2° may not directly or indirectly grant loans or credits, with the exception of:
1° loans and credits within the meaning of Article 2, 2°, 2 of the Law of 25 October 2016; 2° advances to undertakings in which the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, holds a participation, as a reinvestment of its own equity; 3° borrowing of financial instruments; 4° loans to stock exchange companies and companies managing regulated markets, provided that they are partners or members thereof.]

1

(
1
)<Inserted by Law 2021-07-11/08, art. 39, 027; Entry into force: 06-10-2022>

Art.

74/3
. [Articles 72, 72/1 and 73 apply to credit institutions within the meaning of Article 1, § 3, first paragraph, 2°.]

1

(
1
)<Inserted by Law 2021-07-11/08, art. 40, 027; Entry into force: 06-10-2022>

Section VII.

Disclosure of information on the situation of the credit institution

Art.

75
.§ 1. Without prejudice to the obligations that may apply to listed companies, [the supervisor may determine by regulation established in application of Article 12bis, § 2 of the Law of 22 February 1998] 1 which minimum information credit institutions must make public regarding their solvency, liquidity, risk concentration and other risk positions, regarding their policy on [equity and liquidity needs] 1 , with reference to the requirements referred to in Articles 94 to 98 and 149 to 152. He also determines the minimum frequency and the manner of disclosure of that information.

Credit institutions publish on their website the relevant information of the governance memorandum as referred to in Article 21, § 3 and Article 56, § 6. This information includes at least the shareholding structure and the structure of supervision of the institution or the structure of the group to which it belongs, the policy bodies, the organizational structure, including the independent operational control functions, as well as the objectives and corporate values of the institution, the guidelines of its policy on risk management, prevention of conflicts of interest, integrity and continuity of activities, as well as information on its remuneration policy and practices, in accordance with Regulation No. 575/2013.

Furthermore, credit institutions state in their annual report the return on their assets, which they calculate by dividing their net profit by their total balance sheet.

§ 2. Credit institutions provide for the necessary rules and procedures to comply with the information obligations referred to in paragraph 1. They evaluate the appropriateness of their disclosure measures, including the verification of published data as well as the frequency of information provision.

§ 3. Credit institutions provide for the necessary rules and procedures in order to evaluate whether the information they publish regarding their organization, their financial position and their risk profile provides market participants with a complete insight into their risk profile.

§ 4. In special cases, the supervisor may, within the limits of European legislation, allow deviations from the provisions established by or pursuant to this article.

(
1
)<Law 2022-07-20/40, art. 325, 031; Entry into force: 06-10-2022>

Section VIII.
[
1

Transparency regarding the engagement policy]
1

(
1
)<Inserted by Law 2020-04-28/06, art. 20, 023; Entry into force: 16-05-2020>

Art.

75/1
.[
1
§ 1. For the purposes of this section, the following shall be understood:
1° "institutional investors": insurance or reinsurance undertakings carrying out activities respectively in the field of life insurance or covering life insurance liabilities within the meaning of Article 1, 17°, of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, or institutions for occupational retirement provision as referred to in Article 2, first paragraph, 1°, of the Law of 27 October 2006 concerning the supervision of institutions for occupational retirement provision; 2° "engagement activities": activities that include in particular services relating to investments in shares of companies listed on a regulated market and/or the exercise of rights resulting from the ownership of such shares.

§ 2. Credit institutions that invest in shares of companies listed on a regulated market on behalf of institutional investors comply with the requirements of paragraph 3 or disclose why they have decided not to implement one or more of those requirements.

§ 3. The credit institutions referred to in paragraph 2 develop an engagement policy that they publish free of charge on their website and in which they describe the following:

how they integrate the engagement policy of the institutional investors on whose behalf they invest into their investment strategy and how they manage actual and potential conflicts of interest, in particular in connection with the engagement policy of the latter and in situations where they themselves have significant business relations with the companies in which investment has been made; and/or
how they exercise supervision over the companies in which investment has been made, in particular regarding strategy, financial and non-financial performance and risks, capital structure, social and ecological effects and corporate governance, interact with the companies in which investment has been made, exercise voting rights and other rights attached to shares, cooperate with other shareholders, communicate with relevant stakeholders of the companies in which investment has been made, and manage actual and potential conflicts of interest related to their engagement.

Credit institutions publish annually how their engagement policy has been implemented, including a general description of their voting behavior, an explanation of the main votes and the use of proxy advisory services. If applicable, they publish how they voted at the general meetings of companies of which they hold shares. Votes that are insignificant due to the subject matter of the vote or [ 2 the level of participation] 2 in the companies in which investment has been made may be omitted from this disclosure.

§ 4. The provisions of Article 27, § 4, of the Law of 2 August 2002, the decisions and regulations taken to implement it, and the corresponding delegated acts established in accordance with Directive 2014/65/EU, also apply to engagement activities carried out either on behalf of clients who are institutional investors or in their own name on behalf of such clients by the credit institutions.]

1

(
1
)<Inserted by Law 2020-04-28/06, art. 21, 023; Entry into force: 16-05-2020> ( 2 )<Law 2021-06-27/09, art. 155, 026; Entry into force: 19-07-2021>

Art.

75/2
.[
1
§ 1. The credit institutions referred to in Article 75/1, § 2, shall inform the institutional investors with whom they have entered into arrangements as referred to in Article 101/2, § 2, of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings or in Article 95, § 3, second paragraph, of the Law of 27 October 2006 concerning the supervision of institutions for occupational retirement provision, annually how their investment strategy and its implementation are in accordance with these arrangements and contribute to the medium- to long-term performance of the assets of the relevant institutional investors. That disclosure also includes [ 2 reporting] 2 on the main material medium- to long-term risks associated with the investments, the composition, turnover rate and costs associated with the turnover of the portfolio, the use of proxy advisory services for the exercise, if applicable, of engagement activities and their policy on securities lending and how that is applied if applicable for the benefit of the engagement activities, in particular during the general meeting of the companies in which investment has been made. Finally, that disclosure also contains information on whether and, if so, how credit institutions make investment decisions based on an assessment of the medium- to long-term performance, including non-financial performance, of the company in which investment has been made, and on whether and, if so, what conflicts of interest have arisen in connection with engagement activities and how they were handled.

§ 2. The information referred to in paragraph 1 shall be made public together with the periodic communications as referred to in Article 27ter, § 7, of the Law of 2 August 2002.

If the information disclosed in accordance with paragraph 1 is already publicly available, the credit institution is not required to provide that information directly to the institutional investor.]

1

(
1
)<Inserted by Law 2020-04-28/06, art. 22, 023; Entry into force: 16-05-2020> ( 2 )<Law 2022-07-20/40, art. 326, 031; Entry into force: 06-10-2022>

CHAPTER IV.

Special transactions

Section I.

Changes in the program of activities

Art.

76
.Any change in the activities of the institution must be communicated to the supervisor beforehand, before its implementation.
[
1
Without prejudice to the first paragraph, a credit institution within the meaning of Article 1, § 3, first paragraph, 1°, must, when the changes in activities aim to limit its activities to the activities referred to in Article 1, § 3, first paragraph, 2°, submit an application for modification of its license in accordance with Article 8. Articles 10 to 14 apply.

Without prejudice to the first paragraph, a credit institution within the meaning of Article 1, § 3, first paragraph, 2°, must, when the changes in activities aim to expand its activities to be able to carry out the activities referred to in Article 1, § 3, first paragraph, 1°, submit an application for modification of its license in accordance with Article 8. Articles 10 to 14 apply.]

1

(
1
)<Law 2021-07-11/08, art. 41, 027; Entry into force: 06-10-2022>

Section II.

Strategic decisions, investment decisions and mergers and transfers between credit institutions

Art.

77
.For the following decisions, the prior consent of the supervisor is required:
1° strategic decisions [
2
...]
2
;
2° decisions to acquire capital-representing [ 1 or voting rights-bearing] 1 securities of an undertaking whose activities are not included in Article 4, for an amount of at least 250,000,000 euros or an amount of 5% of the equity of the credit institution; 3° mergers of credit institutions or of such institutions and other institutions active in the financial sector, as well as splits of credit institutions; 4° when the business or network is transferred in whole or in part between credit institutions or between such institutions and other institutions active in the financial sector.

The supervisor must decide within two months after receipt of a complete file of the project. He may refuse his consent only for reasons related to the ability of the institution to comply with the provisions established by or pursuant to this law or related to sound and prudent management of the institution or if the decision could seriously affect the stability of the financial system. If he does not act within the aforementioned period, consent is deemed to have been obtained.

(
1
)<Law 2021-06-27/09, art. 156, 026; Entry into force: 19-07-2021> ( 2 )<Law 2021-07-11/08, art. 42, 027; Entry into force: 23-07-2021>

Art.

78
.Every whole or partial transfer between credit institutions or between such institutions and other institutions active in the financial sector, of rights and obligations arising from transactions of the relevant institutions or undertakings, for which consent has been granted in accordance with Article 77, [ is enforceable against third parties, including any third party who has a right of pre-emption or is the beneficiary of an approval clause regarding an asset that is the subject of such a transfer, regardless of whether this right or clause is recorded in an agreement, in the statutes or in the law,] 3 [ 1 once that consent has been published in the Belgian State Gazette] 1 .

It is not possible to declare the transfers [
1 for which consent has been granted in accordance with] 1
Article 77, null and void or unenforceable [
3
, in particular]
3 pursuant to Article [
4
5.243]
4 of the Civil Code or [
2
Articles XX.111, XX.112 or XX.114 of the Code of Economic Law] 2 .
[
3
Notwithstanding any contrary contractual provision, the whole or partial transfers referred to in the first paragraph may not justify a modification of the provisions of an agreement concluded between the credit institution and one or more third parties, nor terminate such an agreement, nor give any party the right to terminate it unilaterally or to make a debt of the credit institution due.] 3

(
1
)<Law 2017-07-31/11, art. 26, 011; Entry into force: 11-08-2017> ( 2 )<Law 2019-05-02/25, art. 33, 019; Entry into force: 31-05-2019> ( 3 )<Law 2022-07-20/40, art. 327, 031; Entry into force: 06-10-2022> ( 4 )<Law 2022-04-28/25, art. 54, 032; Entry into force: 01-01-2023>

Section III.

Provisions on the issuance of Belgian covered bonds

Art.

79
.[
2
Belgian covered bonds may only be issued by credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, and subject to the prior consent of the supervisor for this purpose.]
2
[
1
These prior consents relate on the one hand to] 1 the organizational capacity of the institution to issue and monitor Belgian covered bonds, and on the other hand to the extent to which a specific issuance or a specific issuance program complies with the provisions established by or pursuant to this Section and Annex III.

(
1
)<Law 2021-11-26/04, art. 6, 029; Entry into force: 08-07-2022> ( 2 )<Law 2021-07-11/08, art. 43, 027; Entry into force: 06-10-2022>

Art.

80.
§ 1. To obtain the supervisor's authorization regarding its organizational capacity to issue and monitor Belgian covered bonds, a credit institution intending to issue Belgian covered bonds must previously submit a file to the supervisor with [1 its program of activities describing the issuance of Belgian covered bonds, and]1 information on how it will frame the intended transactions. This information must relate at least to:
1° a description of the institution's financial position and in particular its credit outlook, showing that it is sufficiently solvent to protect the interests of creditors other than holders of Belgian covered bonds; 2° a description of the institution's long-term strategy, with particular attention to the institution's liquidity and the place that Belgian covered bonds occupy in that strategy; 3° a description of the tasks and responsibilities within the institution regarding the issuance of Belgian covered bonds; 4° a description of the risk management policy that the institution follows regarding Belgian covered bonds, with particular attention to interest rate risk, exchange rate risk, credit and counterparty risk, liquidity risk and operational risk; 5° a description of the involvement of internal audit in the procedure for the issuance of Belgian covered bonds, including the frequency of the audit and the applicable audit procedures; 6° a description of the decision-making and reporting procedures regarding the issuance of Belgian covered bonds; 7° a description of the information systems necessary for the issuance of Belgian covered bonds. [1 ...]1 § 2. [1 The general authorization referred to in paragraph 1 regarding the capacity to issue Belgian covered bonds is only granted if the supervisor is of the opinion that:
1° the institution has an administrative and accounting organization that enables it to comply with the provisions laid down by or under this Section and Annex III, and in particular to comply with the requirement referred to in Article 6 of Annex III to ring-fence the cover assets; 2° the financial position of the institution, in particular its solvency, is sufficient to protect the interests of creditors other than holders of Belgian covered bonds; and 3° the person within the effective management of the institution responsible for the issuance and management of the Belgian covered bonds has the required expertise and is sufficiently available to exercise this responsibility and allocates the necessary resources to the institution to ensure the proper conduct of the issuance and management of these covered bonds. Before granting its authorization as referred to in paragraph 1, the supervisor requests a report from the statutory auditor on the organizational capacity of the institution regarding its obligations arising from this Section and from Annex III to this law.]1 § 3. [1 The supervisor issues a decision on an application within 4 months after submission of a complete file and no later than 6 months after receipt of the application. The supervisor's decision is brought to the knowledge of the credit institution within ten days by registered letter.]1

(1)<W 2021-11-26/04, art. 7, 029; Inwerkingtreding : 08-07-2022>

Art. 81.
[1 § 1. To obtain the Bank's authorization for a specific issuance or a specific issuance program, the institution intending to issue Belgian covered bonds must previously submit a file to the Bank with information on the intended transaction. The Bank determines what information must be provided upon submission of the application. This information must relate at least to:
1° the impact of the issuance or the program on the institution's liquidity position; 2° the quality of the cover assets, in particular with regard to the nature of the debtors of these assets and of the commercial or personal security, guarantees or privileges by which these assets are secured, the policies, processes and methods followed for the approval, modification, extension and refinancing of the credits forming part of the cover assets, as well as the diversification of the cover assets and their maturities; 3° the extent to which the maturities of the Belgian covered bonds correspond to those of the cover assets and the possible existence of a extendable maturity structure within the meaning of Article 1, 12°, of Annex III; and 4° the identification of the portfolio supervisor that the institution proposes to appoint with application of Article 16 of Annex III. The file referred to in the first paragraph may only be submitted by institutions that have obtained the general authorization referred to in Article 80, § 1. § 2. The Bank confirms receipt of the file referred to in paragraph 1 and informs the institution no later than fifteen working days after receipt of the file that the file is complete and can be examined, or that additional information must be provided. § 3. The specific authorization to issue Belgian covered bonds or to launch an issuance program for Belgian covered bonds is only granted if the following conditions are met:
1° the institution has the general authorization referred to in Article 80, § 1; 2° the cover assets that the institution intends to make available to secure its payment obligations associated with the Belgian covered bonds comply with the requirements laid down by or under this law; 3° it has a suitable organization to ensure compliance with the statutory and regulatory provisions concerning the issuance of Belgian covered bonds. § 4. The King determines by a decision adopted after consultation in the Council of Ministers:
1° the minimum conditions that the cover assets must meet, in particular with regard to:
a) the criteria for the eligibility of the cover assets, such as:

the nature of the debtor of the cover assets and their location, as well as the currency in which the cover assets are denominated;
the nature and geographical location of the security for the cover assets, if applicable including the percentage of the credit that must be covered by such security, its rank and the conditions regarding the valuation of the object thereof;
b) the methods and criteria for the valuation of the cover assets that determine up to what amount the cover assets may be taken into account; 2° for each relevant special fund, the requirements regarding the matching of the maturities of the cover assets and the Belgian covered bonds issued by the issuing credit institution; 3° the limitations to one or more categories of cover assets that an issuance of Belgian covered bonds must comply with and, if applicable, the ratio to be observed between the different categories of cover assets; 4° the measures that the issuing credit institution must take to identify and manage the credit risk, liquidity risk and the exchange rate and interest rate risk associated with the issuance of Belgian covered bonds, as well as the risks associated with the early repayment of the cover assets; and 5° the criteria on which the Bank can base itself to impose on each issuing credit institution a maximum percentage of Belgian covered bonds that it may issue relative to its total balance sheet. § 5. The Bank issues a decision on an application for the issuance of Belgian covered bonds within 3 months after submission of a complete file and no later than 9 months after receipt of the application. The Bank's decision is brought to the knowledge of the institution within ten days by registered mail.]1

(1)<W 2021-11-26/04, art. 8, 029; Inwerkingtreding : 08-07-2022>

Art. 82.
[1 The Bank draws up a list of credit institutions that have obtained authorization to issue Belgian covered bonds with application of Article 80.
It also draws up a list in which, for each institution that has obtained authorization to issue Belgian covered bonds with application of Article 80, the issuances of Belgian covered bonds and the issuance programs for which a special authorization as referred to in Article 81 was granted are included. This list is further subdivided based on the terms referred to in Article 6. These lists are published and updated on the Bank's website, and are communicated annually to the EBA.]1

(1)<W 2021-11-26/04, art. 9, 029; Inwerkingtreding : 08-07-2022>

Art. 83.
[1 The lists referred to in Article 82 and the modifications made to them are communicated by the Bank]1 to the European Commission, with a view to the application of Article 52, § 4, of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended.

(1)<W 2021-11-26/04, art. 10, 029; Inwerkingtreding : 08-07-2022>

Art. 84. Annex III to this law contains in particular the composition and the legal system of the [1 cover assets]1, the rights of the holders of covered bonds, the conditions for the issuance of those securities and the obligations that apply to issuers of covered bonds.

(1)<W 2021-11-26/04, art. 11, 029; Inwerkingtreding : 08-07-2022>

Art. 84/1. [1 Every institution that has issued Belgian covered bonds must permanently comply with the conditions laid down by or under the provisions of this section.]1

(1)<Ingevoegd bij W 2021-11-26/04, art. 12, 029; Inwerkingtreding : 08-07-2022>

Section IV.

Opening or acquisition of subsidiaries abroad

Art. 85. Every credit institution intending to acquire or establish abroad, directly or through the intermediary of a financial holding company or a mixed financial holding company, a subsidiary carrying out activities as referred to in Article 4, shall notify the supervisor thereof. This notification shall be accompanied by information on the activities, the organization, the shareholding structure and the management of the undertaking concerned.

Section V.

Carrying out activities abroad

Subsection I.

Opening of branches abroad

Art. 86. Every credit institution wishing to open a branch on the territory of another Member State to carry out there all or part of the activities listed in Article 4 that are permitted to it in Belgium, shall notify the supervisor thereof. [2 This notification shall be accompanied by a program of activities specifying in particular the nature of the intended activities, as well as data on the organizational structure of the branch, the domiciliation of correspondence in the Member State concerned and the name of the effective managers of the branch and, if applicable, of the persons responsible for the branch's independent control functions, as well, for credit institutions as referred to in Article 1, § 3, first paragraph, 2°, the financial instruments, investment services and/or activities and ancillary services that the branch intends to carry out, and whether the branch intends to use tied agents.]2 The effective managers of the branch and the persons responsible for the branch's independent control functions must permanently possess the professional integrity and appropriate expertise required for the exercise of their functions. Articles 60 and 61 apply mutatis mutandis to the appointment of the effective managers of the branch and, if applicable, of the persons responsible for the branch's independent control functions. The supervisor may oppose the implementation of the project by a decision motivated by the adverse effects of the opening of a branch on the organization, the financial position or the supervision of the credit institution. The supervisor's decision must be [1 brought to the knowledge of the credit institution no later than three months after receipt of the complete file]1 with all the data referred to in the second paragraph, by registered letter or a letter with acknowledgment of receipt. If the supervisor does not bring its decision to the knowledge of the institution within this period, it is deemed to have no objection to the institution's project. The supervisor informs the European Commission and the European Banking Authority, according to the frequency determined by the latter, of the number and the reasoning of the final decisions taken under the fourth paragraph opposing the planned opening of a branch in a Member State or modifications to the data referred to in the second paragraph. This article applies, with the exception of the sixth paragraph, to the opening of branches in a third country.

(1)<W 2016-10-25/05, art. 16, 009; Inwerkingtreding : 01-12-2016> (2)<W 2022-07-20/40, art. 328, 031; Inwerkingtreding : 06-10-2022>

Art. 87. When the host state of the branch is a Member State, the supervisor, if he has not opposed the implementation of the project in accordance with Article 86, fourth or fifth paragraph, shall, within three months after receipt of all data required by Article 86, second paragraph, communicate the data received in accordance with these provisions, as well as the level and composition of the credit institution's own funds, [1 the total of risk exposures calculated in accordance with Article 92, paragraphs 3 and 4, of Regulation No. 575/2013]1, the identity of its managers and the rules for any compensation, in favor of savers at the branch, of the deposit protection scheme applicable to the credit institution. The Bank informs the FSMA within the same period of this notification, insofar as the activities abroad relate to the provision of investment services.

(1)<W 2021-07-11/08, art. 44, 027; Inwerkingtreding : 23-07-2021>

Art. 88. When the host state of the branch is not a Member State, the supervisor may, in consultation with the competent authority of a third country, lay down rules for the opening of and supervision of the branch as well as for the desired exchange of information, if applicable with compliance with the provisions of Chapter IV/1, Section 4 of the Law of 22 February 1998.

Art. 88/1. [1 If the credit institution wishes to use tied agents established on the territory of another Member State to carry out investment services and/or activities as well as ancillary services in that Member State, it shall notify the supervisor thereof and provide him with a program of activities, the domiciliation of correspondence in the Member State concerned, the identity data of the tied agents it intends to use, as well as a description of the intended use of those tied agents and of the organizational structure, indicating how the tied agents fit into it, with specification of the reporting lines and the names of the persons directly responsible for the tied agents.
Article 86, fourth and fifth paragraphs, apply.
Unless the supervisor opposes the implementation of the project, he shall communicate all the data referred to in the first paragraph to the competent authority of the Member State concerned within three months after receipt of the complete file with the data referred to in the first paragraph. The provisions of Title I of Book III of this law relating to branches apply to the tied agents.]1

(1)<Ingevoegd bij W 2016-10-25/05, art. 17, 009; Inwerkingtreding : 03-01-2017>

Art. 89. Every credit institution that has opened a branch abroad shall notify the supervisor and the competent authorities of the host state at least one month in advance of all changes to the data provided in accordance with Article 86, second paragraph.
Article 86, fourth and fifth paragraphs, apply if applicable, as well as Article 87, depending on the changes in the data referred to in Article 86, second paragraph or in the applicable deposit protection scheme.
[1 The first paragraph applies mutatis mutandis to changes in the data referred to in Article 88/1, first paragraph.]1

(1)<W 2016-10-25/05, art. 18, 009; Inwerkingtreding : 03-01-2017>

Subsection II.

Free provision of banking services abroad

Art. 90.
[2 § 1.]2 Every credit institution intending to carry out on the territory of another Member State, without establishing a branch there, all or part of the activities listed in Article 4 that are permitted to it in Belgium, shall notify the supervisor thereof and state which activities it wishes to carry out and how it will frame the exercise of these activities. The supervisor may oppose the implementation of the project by a decision motivated by the adverse effects of cross-border service provision on the organization, the financial position or the supervision of the credit institution. The supervisor's decision must be brought to the knowledge of the credit institution no later than one month after receipt of the complete file with all the data referred to in the first paragraph, by registered letter or a letter with acknowledgment of receipt. If the supervisor does not bring its decision to the knowledge of the institution within this period, it is deemed to have no objection to the institution's project. [2 § 2. If the credit institution plans to use tied agents established in Belgium to carry out investment services and/or activities as well as ancillary services on the territory of another Member State, it shall communicate the identity data of these agents to the Bank. The Bank shall communicate this data no later than one month after receipt thereof to the competent authority of the host Member State.]2 [2 § 3.]2 [1 This article applies to the exercise of activities in a third country.]1

(1)<W 2015-12-18/17, art. 14, 004; Inwerkingtreding : 08-01-2016> (2)<W 2016-10-25/05, art. 19, 009; Inwerkingtreding : 03-01-2017>

Art. 91. If he has not opposed the implementation of the project in accordance with Article 90, the supervisor shall immediately communicate the notification referred to in this article to the competent authority of the host state concerned. Within the same period, the Bank shall also communicate the relevant information to the FSMA, insofar as the activities abroad relate to the provision of investment services.

Subsection III.

Exercise of banking activities by specialized subsidiaries of credit institutions in another Member State

Art. 92. Financial institutions under Belgian law that are, directly or indirectly, a subsidiary of one or more credit institutions under Belgian law and are entitled to regularly carry out in Belgium the activities listed in point 2 and following of the list in Article 4, may, for the exercise of these activities, establish branches in other Member States according to the rules laid down in Articles 86, 87 and 89 or carry out their business there without establishing a branch according to the rules laid down in Articles 90 and 91, if they meet the following conditions:
1° the credit institution(s) that is (are) the parent undertaking(s) of these financial institutions has (have) been granted a license as a credit institution in accordance with this Book; 2° the financial institutions actually carry out the aforementioned activities on Belgian territory; 3° the credit institution(s) that is (are) the parent undertaking(s) of these financial institutions holds (hold) at least 90 pct. of the voting rights attached to the shares of these financial institutions; 4° the parent undertakings must demonstrate to the supervisor that the policy of the financial institutions is sound and prudent; 5° the parent undertakings must jointly and severally guarantee the obligations of the financial institutions according to the rules approved by the supervisor; 6° the financial institutions are included in the supervision on a consolidated basis of the parent institutions, in accordance with Title III, Chapter IV, Section II of this Book, in particular with regard to the applicable requirements for own funds, supervision of large exposures and limitation of shareholdings, as determined in Regulation No. 575/2013. Before taking the decision referred to in Articles 86 or 90, the supervisor checks whether these conditions are met. To that end, he attaches a certificate to the communication prescribed in Articles 87 or 90. [1 In derogation from these provisions, the supervisor shall communicate the level of own funds of the financial institution concerned, as well as the amount of the consolidated solvency ratio and the total of risk exposures calculated in accordance with Article 92, paragraphs 3 and 4, of Regulation No. 575/2013 of the credit institution(s) of which the financial institution is a subsidiary.]1. If the financial institution referred to in this article no longer meets the conditions set out therein, the supervisor shall immediately report this to the competent authorities of the Member State or Member States where this financial institution is active via a branch or a form of service provision. The financial institutions referred to in this Section shall be listed in an annex to the list of credit institutions as referred to in Article 14.

(1)<W 2021-06-27/09, art. 157, 026; Inwerkingtreding : 19-07-2021>

Subsection IV.

Exercise of activities in a participating Member State

Art.

With regard to matters entrusted to the European Central Bank pursuant to Article 4 of the CRR Regulation, the provisions concerning procedures between competent authorities and the relevant competences do not apply if the credit institution or its specialized subsidiary referred to in Article 92 intends to establish a branch on the territory of another participating Member State or to carry out activities under the freedom to provide services.

CHAPTER V.

Regulatory standards and obligations

Section I.

Prospective management of own funds and liquidity

Art.

§ 1. Every credit institution must have a policy appropriate to its current and intended activities regarding its own funds and liquidity needs.
§ 2. To that end, the statutory governing body establishes a policy for the prospective management of the credit institution's own funds requirements and liquidity, which identifies and determines the institution's current and future own funds and liquidity needs. This policy takes into account the nature, scale, and characteristics of the institution's activities or intended activities, the risks associated with them, and the institution's risk management policy. § 3. The policy referred to in paragraph 1 is implemented by the management committee, under the supervision of the statutory governing body. It is regularly evaluated by the statutory governing body, which updates it as necessary. The supervisor may determine the frequency and modalities of this evaluation, where appropriate by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998.

Section II.

Global requirement for a Tier 1 core capital buffer

Art.

[2
Without prejudice to compliance with the regulatory own funds requirement determined in Article 92(1)(a) to (c) of Regulation No. 575/2013, the requirement determined by or pursuant to Articles 98, 149, 150 and 150/5 for risks other than excessive leverage risk, the total loss-absorbing capacity standard determined in Articles 92bis and 92ter of Regulation No. 575/2013 and the minimum own funds and eligible liabilities requirement determined in Article 267/3, a credit institution must, by means of Tier 1 core capital components, satisfy the global requirement for a Tier 1 core capital buffer, as this requirement is determined in Article 96. A parent credit institution also satisfies this requirement on the basis of its consolidated position, according to the modalities determined in Part 1, Title 2, Chapter 2 of Regulation No. 575/2013.] 2 A financial holding company under Belgian law or a mixed financial holding company under Belgian law, which owns a credit institution, satisfies the provisions of the first paragraph on a consolidated basis, according to the modalities determined in [1
Part 1, Title 2, Chapter 2 of Regulation No. 575/2013]1.

(1)<W2015-12-18/17, art. 15, 004; Entry into force: 08-01-2016> (2)<W2021-07-11/08, art. 45, 027; Entry into force: 23-07-2021>

Art.

§ 1. Without prejudice to the modalities determined in paragraphs 3 to 6, the global requirement for a Tier 1 core capital buffer is equal to the sum of the following Tier 1 core capital buffer requirements:
1° the Tier 1 core capital conservation buffer referred to in Article 1 of Annex IV; 2° the credit institution-specific countercyclical Tier 1 core capital buffer as referred to in Articles 3 to 10 of Annex IV; 3° the Tier 1 core capital buffer for global systemically important [1 institutions]1 (G-SIIs) or for domestic systemically important [1 institutions]1 (D-SIIs), as referred to in Articles 11 to 15 of Annex IV; 4° the Tier 1 core capital buffer for systemic or macroprudential risks, as referred to in Articles 16 to 22 of Annex IV. [1 6 The Tier 1 core capital used to satisfy any of the requirements referred to in points 1° to 4° of this paragraph shall not be taken into account to satisfy any of the other requirements referred to in these points.] 6 § 2. The requirements referred to in paragraph 1 are clarified in Annex IV to this Act. § 3. [2 A parent credit institution, a financial parent holding company under Belgian law or a mixed financial parent holding company under Belgian law, on a consolidated basis, which is simultaneously subject to a requirement to maintain a Tier 1 core capital buffer for global systemically important institutions (G-SIIs) and to a requirement to maintain a Tier 1 core capital buffer for domestic systemically important institutions (D-SIIs) pursuant to Articles 13 and 14 of Annex IV, must only satisfy the highest requirement.] 2 § 4. [6 A credit institution, a parent credit institution, a financial parent holding company under Belgian law or a mixed financial parent holding company under Belgian law, which is simultaneously subject to the requirement applicable pursuant to paragraph 3 and to a requirement to maintain a Tier 1 core capital buffer for systemic or macroprudential risks pursuant to Articles 16 to 22 of Annex IV, must satisfy the sum of these requirements.] 6 § 5. [6 ...] 6 § 6. [6 ...] 6

(1)<W2015-12-18/17, art. 16, 004; Entry into force: 08-01-2016> (2)<W2015-12-18/17, art. 17, 004; Entry into force: 08-01-2016> (3)<W2015-12-18/17, art. 18, 004; Entry into force: 08-01-2016> (4)<W2015-12-18/17, art. 19, 004; Entry into force: 08-01-2016> (5)<W2015-12-18/17, art. 20, 004; Entry into force: 08-01-2016> (6)<W2021-07-11/08, art. 46, 027; Entry into force: 23-07-2021>

Section II/1 FUTURE LAW.

Leverage ratio buffer requirement]1

(1)<W2021-07-11/08, art. 47, 027; Entry into force: 01-01-2023>

Art.

96/1. [1
Without prejudice to compliance with the leverage ratio requirement as referred to in Article 92(1)(d) of Regulation No. 575/2013, a G-SII must satisfy the leverage ratio buffer requirement according to the modalities determined in Article 92(1)bis of that Regulation.] 1

(1)<Inserted by W2021-07-11/08, art. 46, 027; Entry into force: 23-07-2021>

Section III.

Macroprudential or systemic risk

Art.

[1
The Bank is the national authority responsible for applying Articles 124(2), 164(6) and 458 of Regulation No. 575/2013.]
1
In addition to the conditions set out in Article 458 of Regulation No. 575/2013, the Bank's regulations adopted pursuant to the aforementioned Article 458 must be approved by a Royal Decree submitted to the Council of Ministers.

(1)<W2021-07-11/08, art. 49, 027; Entry into force: 23-07-2021>

Section IV.

Regulatory competence of the Bank

Art.

Without prejudice to the provisions of Regulation No. 575/2013, the Bank determines by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998:
a) the standards on solvency, liquidity and risk concentration and other limiting standards that must be complied with by all credit institutions or by category of credit institutions, where these standards are not determined in Regulation No. 575/2013; b) the application modalities of the standards on solvency, liquidity and risk concentration determined in Regulation No. 575/2013, including the application modalities of the various options offered by that Regulation to Member States and to the Bank as the competent authority, taking into account the guidelines determined by the European Banking Authority in connection with the aforementioned Regulation and the technical regulatory standards adopted by the European Commission pursuant to that Regulation; c) the valuation rules applicable to the valuation of assets, liabilities and off-balance sheet items for the purpose of checking compliance with the standards on solvency, liquidity or risk concentration. The standards referred to in this article may be of both quantitative and qualitative nature.

Section V.
[1

Measures aimed at the recapitalization of own funds]1

(1)<W2021-07-11/08, art. 50, 027; Entry into force: 23-07-2021>

Subsection I.
[1

Restrictions on distributions relating to any of the Tier 1 core capital components in the event of non-compliance with the global requirement for a Tier 1 core capital buffer]1

(1)<W2021-07-11/08, art. 51, 027; Entry into force: 23-07-2021>

Art.

98/1. [1
For the purposes of this Subsection, a credit institution is deemed not to satisfy the global requirement for a Tier 1 core capital buffer if it possesses insufficient own funds of sufficiently high quality to simultaneously satisfy the global requirement for a Tier 1 core capital buffer as referred to in Article 96 and each of the requirements of Article 92(1)(a) to (c) of Regulation No. 575/2013, as well as the specific own funds requirement imposed under Articles 149 and 150 to address risks other than excessive leverage risk.] 1

(1)<Inserted by W2021-07-11/08, art. 52, 027; Entry into force: 23-07-2021>

Art.

A credit institution may only make distributions relating to any of the Tier 1 core capital components if it [1
pursuant to Article 98/1]1 satisfies the global requirement for a Tier 1 core capital buffer as referred to in Article 96.
Furthermore, these distributions must not result in the Tier 1 core capital falling to a level that no longer satisfies the aforementioned global requirement for a Tier 1 core capital buffer.

(1)<W2021-11-26/04, art. 13, 029; Entry into force: 17-12-2021>

Art.

In derogation of Article 99, first paragraph, a credit institution that does not satisfy the global requirement for a Tier 1 core capital buffer may nevertheless make a distribution relating to Tier 1 core capital components if it satisfies the conditions determined in the [1
Articles 101, 102 and 103]1
. To that end, the credit institution calculates in advance the Maximum Distributable Amount ("MDA") and communicates this amount to the supervisor.
The calculation modalities of the MDA that must be observed by the institution are determined in Article 1 of Annex V to this Act.

(1)<W2021-07-11/08, art. 53, 027; Entry into force: 23-07-2021>

Art.

§ 1. A credit institution as referred to in Article 100 may only carry out the following actions up to the amount of the MDA:
a) make a distribution as remuneration or make a payment as repayment or buyback of Tier 1 core capital components; b) make payments relating to Additional Tier 1 capital components; c) commit to the payment of variable remuneration or distributions under discretionary pension schemes. § 2. Furthermore, a credit institution as referred to in Article 100 may only pay variable remuneration or distributions under discretionary pension schemes up to the amount of the MDA, even if the payment obligation was incurred at a time when the institution satisfied the global requirement for a Tier 1 core capital buffer. § 3. When it intends to carry out any of the actions referred to in paragraphs 1 and 2, the institution informs the supervisor of its intention and provides the information referred to in Article 2 of Annex V, with a justification for the non-exceedance of the MDA.

Art.

Credit institutions apply arrangements ensuring that the amount of distributable profit and, where applicable, the MDA, are calculated accurately. They are able to demonstrate the accuracy of this calculation to the supervisor if requested to do so.

Subsection I/1 FUTURE LAW.

Restrictions on distributions relating to any of the core capital components in the event of non-compliance with the leverage ratio buffer requirement]1

(1)<W2021-07-11/08, art. 54, 027; Entry into force: 01-01-2023>

Art.

102/1. FUTURE LAW. [1
For the purposes of this Subsection, a G-SII is deemed not to satisfy the leverage ratio buffer requirement if it possesses insufficient core capital to simultaneously satisfy the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013 and the requirement of Article 92(1)(d) of Regulation No. 575/2013, as well as the specific own funds requirement imposed under Articles 149 and 150 to address excessive leverage risk.] 1

(1)<Inserted by W2021-07-11/08, art. 55, 027; Entry into force: 01-01-2023>

Art.

102/2. FUTURE LAW. [1
A G-SII may only make distributions relating to any of the core capital components if it satisfies the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013.
Furthermore, these distributions must not result in the core capital falling to a level that no longer satisfies the aforementioned leverage ratio buffer requirement.]
1

(1)<Inserted by W2021-07-11/08, art. 56, 027; Entry into force: 01-01-2023>

Art.

102/3. FUTURE LAW. [1
In derogation of Article 102/2, first paragraph, a G-SII that does not satisfy the leverage ratio buffer requirement may nevertheless make a distribution relating to core capital components if it satisfies the conditions determined in Articles 102/4, 102/5 and up to 103. To that end, the G-SII calculates in advance the Leverage Ratio-related Maximum Distributable Amount ("L-MDA") and communicates this amount to the supervisor. The calculation modalities of the L-MDA that must be observed by the institution are determined in Article 1/1 of Annex V to this Act.] 1

(1)<Inserted by W2021-07-11/08, art. 57, 027; Entry into force: 01-01-2023>

Art.

102/4. FUTURE LAW. [1
§ 1. A G-SII as referred to in Article 102/3 may only carry out the following actions up to the amount of the L-MDA:
a) make a distribution as remuneration or make a payment as repayment or buyback of Tier 1 core capital components; b) make payments relating to Additional Tier 1 capital components; c) commit to the payment of variable remuneration or distributions under discretionary pension schemes. § 2. Furthermore, a G-SII as referred to in Article 102/3 may only pay variable remuneration or distributions under discretionary pension schemes up to the amount of the L-MDA, even if the payment obligation was incurred at a time when the institution satisfied the leverage ratio buffer requirement. § 3. When it intends to carry out any of the actions referred to in paragraphs 1 and 2, the G-SII informs the supervisor of its intention and provides the information referred to in Article 2/1 of Annex V, with a justification for the non-exceedance of the L-MDA.] 1

(1)<Inserted by W2021-07-11/08, art. 58, 027; Entry into force: 01-01-2023>

Art.

102/5. [1
The G-SIIs apply arrangements ensuring that the amount of distributable profit and, where applicable, the L-MDA, are calculated accurately, and provide proof thereof. They are able to demonstrate the accuracy of this calculation to the supervisor if requested to do so.] 1

(1)<Inserted by W2021-07-11/08, art. 59, 027; Entry into force: 23-07-2021>

Subsection I/2.
[1

Common provision]1

(1)<Inserted by W2021-07-11/08, art. 60, 027; Entry into force: 23-07-2021>

Art.

The restrictions imposed by [2
Subsections I and I/1]2 apply only insofar as the suspension of payments resulting therefrom does not lead to the opening of a liquidation procedure pursuant to the provisions of [1 Book XX of the Code of Economic Law]1 .

(1)<W2019-05-02/25, art. 34, 019; Entry into force: 31-05-2019> (2)<W2021-07-11/08, art. 61, 027; Entry into force: 01-01-2023>

Subsection II.

Capital conservation plan

Art.

When a credit institution does not satisfy the global requirement for a Tier 1 core capital buffer referred to in Article 96, it informs the supervisor thereof and draws up a capital conservation plan aimed at increasing its own funds or, where applicable, containing measures that result in a reduction of the institution's global requirement for a Tier 1 core capital buffer, by reducing its risk profile.
The institution submits this plan for approval to the supervisor no later than five working days after the determination that it did not satisfy the aforementioned requirement. The supervisor may set a longer period, not exceeding ten working days, based on the specific situation of a credit institution, taking into account the scale and complexity of its activities.

Art.

104 FUTURE LAW.
[1
When a credit institution does not satisfy the global requirement for a Tier 1 core capital buffer referred to in Article 96 and/or, in the case of a G-SII, the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013, it informs the supervisor thereof and draws up a capital conservation plan aimed at increasing its own funds or, where applicable, containing measures that result in a reduction of the institution's global requirement for a Tier 1 core capital buffer and/or the leverage ratio buffer requirement, by reducing its risk profile.] 1 The institution submits this plan for approval to the supervisor no later than five working days after the determination that it did not satisfy the aforementioned requirement. The supervisor may set a longer period, not exceeding ten working days, based on the specific situation of a credit institution, taking into account the scale and complexity of its activities. [1 The information to be provided in the capital conservation plan is set out in Article 4 of Annex V to this Act.] 1

(1)<W2021-07-11/08, art. 62, 027; Entry into force: 01-01-2023>

Art.

§ 1. The supervisor approves the capital conservation plan if he is of the opinion that its implementation would reasonably allow the institution, within the period he deems appropriate, to actually satisfy the global requirement for a Tier 1 core capital buffer [1
and/or the leverage ratio buffer requirement]1 .
§ 2. If he is of the opinion that the implementation of the plan cannot reasonably satisfy the global requirement for a Tier 1 core capital buffer [1 and/or the leverage ratio buffer requirement]1 within the aforementioned period, the supervisor may

require the institution concerned to increase its own funds to the level he deems necessary, within the period and according to the modalities he determines; and/or
impose stricter restrictions on distributions than those determined pursuant to Article 101 [1
and/or Article 102/4]1
.

(1)<W2021-07-11/08, art. 63, 027; Entry into force: 23-07-2021>

CHAPTER VI.

Periodic information provision and accounting rules

Art.

§ 1. Credit institutions file their annual accounts with the Bank.
The King determines, on the advice of the Bank:
1° according to which rules credit institutions keep their accounts, perform inventory valuations and prepare their annual accounts; 2° the rules that credit institutions must comply with for the preparation, audit and publication of their consolidated annual accounts, as well as for the preparation and publication of the annual and audit report on these consolidated annual accounts. The Bank may, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the application modalities of the rules determined in the Royal Decrees referred to in the second paragraph. § 2. Credit institutions periodically submit a detailed financial statement to the supervisor. That statement is prepared in accordance with the rules established by the supervisor, who also determines the reporting frequency. Furthermore, the supervisor may prescribe that other numerical data or explanations be regularly provided to verify compliance with the provisions of this Act, its implementing decrees and regulations, or Regulation No. 575/2013. The management committee declares to the supervisor that the aforementioned periodic statements submitted by the institution to him at the end of the first half-year and at the end of the financial year are in conformity with the accounting and inventories. To that end, the periodic statements must

be complete; they contain all data from the accounting and inventories on the basis of which they are prepared, and
be accurate; they correspond exactly to the data from the accounting and inventories on the basis of which the periodic statements are prepared.
The management committee confirms that it has taken the necessary steps to ensure that the aforementioned statements are prepared according to the supervisor's guidelines and applying the booking and valuation rules for the preparation of the annual accounts, or, for periodic reporting statements that do not relate to the end of the financial year, applying the booking and valuation rules for the preparation of the annual accounts with respect to the last financial year. § 3. The members of the statutory governing body are jointly and severally liable to the company and to third parties for all damage resulting from the breach of the provisions [1 established]1 in implementation of paragraph 1, second paragraph. With regard to breaches to which they did not contribute, the members of the statutory governing body are only exempt from the liability referred to in the first paragraph if no fault can be attributed to them and they reported those breaches, as the case may be, at the first general meeting or the next meeting of the statutory governing body after they became aware of them. § 4. For certain categories of credit institutions or in special cases, the supervisor may grant derogations from the rules referred to in paragraph 1, second paragraph and paragraph 2, first paragraph. § 5. The decisions and regulations referred to in this article are taken after consultation of the credit institutions through their representative professional associations.

(1)<W2022-07-20/40, art. 329, 031; Entry into force: 06-10-2022>

Art.

106/1

Without prejudice to Article 106, the credit institutions referred to in Article 17, § 2, of the Act of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers, credit purchasers and the management of non-performing loans and amending Directives 2008/48/EC and 2014/17/EU, shall notify the supervisor twice a year of at least the information referred to in the aforementioned Article 17, § 2.
The supervisor may prescribe that the credit institutions referred to in the first paragraph provide the information referred to in that paragraph on a quarterly basis when it deems it necessary, also to better supervise a large number of transfers that may take place during a crisis period. Unless the borrower resides in Belgium or has its statutory seat established there, the supervisor shall forward to the FSMA the information communicated to it in accordance with the first and second paragraphs. This Article shall be applied in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the institutions, bodies, offices and agencies of the Union and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC.] 1

(
1
)<Inserted by A
2024-12-20/49
, art. 36, 034; Entry into force: 24-01-2025>

Art.

107
. The Bank periodically publishes, at least four times a year, a total statement for credit institutions according to the rules it establishes after consulting the credit institutions through their representative professional associations.

CHAPTER VII.

Recovery Plans

Section I.

Preparation of recovery plans

Art.

108
.[
1
§ 1. The credit institution for which no group recovery plan is drawn up shall draw up a recovery plan with measures that can be implemented by the institution to restore its financial position after a significant deterioration thereof, and update this plan. [ 2 The recovery plan shall also mention the possible measures that the credit institution must take if the conditions referred to in Article 234, § 1, for imposing recovery measures are met.] 2 The credit institution shall notify the recovery plan to the supervisor. § 2. Credit institutions for which a group recovery plan is drawn up shall draw up a recovery plan on an individual basis if the competent authorities have decided to do so in accordance with Article 435, § 1 or § 3, Article 436, § 3 or in the sense of Article 8, paragraph 2 or paragraph 4 of Directive 2014/59/EU.] 1

(
1
)<RB
2015-12-26/07
, art. 3, 005; Entry into force: 01-01-2016>
(
2
)<A
2019-05-02/25
, art. 35, 019; Entry into force: 31-05-2019>

Art.

109
. The recovery plan takes into account various scenarios of severe macro-economic or financial crisis, including system-wide events, crises specific to the credit institution, and, where applicable, crises involving entities of the group of which the credit institution is a part. The recovery plan does not take into account any exceptional government support but contains, where applicable, an analysis of how and when the credit institution could resort to central bank facilities. The plan determines which assets of the credit institution can be considered as collateral for this purpose.

Art.

110
. § 1. The recovery plan contains a framework of qualitative and quantitative indicators of a potential deterioration of the financial position of the credit institution, indicating the moments at which the institution examines whether corrective measures included in the plan should be implemented. To this end, the recovery plan determines appropriate procedures for the periodic monitoring of the indicators referred to in the first paragraph as well as for the examination of the corrective measures to be considered, including the escalation procedure to be followed if necessary. § 2. The indicators referred to in paragraph 1 include a progressive scale of threshold values for the proportion of the credit institution's impaired assets, which is established by the supervisor in accordance with the second paragraph. The recovery plan mentions the corrective measures to be considered upon exceeding each of the thresholds. In order to ensure a sufficient subject matter for the exercise of the privilege referred to in Article 389 and at the same time to safeguard the credit institution's access to its sources of financing, the supervisor determines for each credit institution a progressive scale of threshold values for the proportion of its impaired assets, according to the definitions of the technical implementing standards referred to in Article 100, second paragraph, of Regulation No 575/2013. In establishing the scale referred to in the second paragraph, the supervisor takes into account the level of the deposits referred to in Article 389 of the credit institution, the nature of its activities and the structure of its balance sheet. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998 and approved by a Royal Decree submitted to the Council of Ministers, the Bank establishes the minimum and maximum thresholds between which the scales referred to in the second paragraph must be situated, taking into account international developments in this matter and the benchmarks that emerge therefrom. § 3. The credit institution may, when its statutory governing body deems it appropriate in light of the circumstances:
1° take measures within the framework of its recovery plan even if the relevant indicator has not been breached; 2° not take measures within the framework of its recovery plan even if the relevant indicator has been breached. The credit institution shall notify the supervisor immediately of any decision to take a measure in the framework of the implementation of its recovery plan, and of any decision not to do so despite the fact that the relevant indicator has been breached. § 4. Without prejudice to the other powers conferred upon it by this Act, the supervisor may order the credit institution to take one or more corrective measures included in its recovery plan if the institution fails to take appropriate measures on its own initiative.

Art.

111
.The credit institution updates the recovery plan at least once a year and in any case after any change in its legal or organizational structure, its activities or its financial position that may have a significant impact on the plan or requires a change to it. [ 2 By way of derogation from the first paragraph, credit institutions shall update the recovery plan at least every two years if they have been allowed simplified obligations as a result of the analysis made by the supervisor using Delegated Regulation (EU) No 2019/348 of the Commission of 25 October 2018 supplementing Directive 2014/59/EU of the European Parliament and of the Council with regulatory technical standards to establish criteria for assessing the impact of the failure of an institution on financial markets, on other institutions and on financing conditions.] 2 [ 2 The supervisor may, when circumstances require it, require the credit institution to update its recovery plan more frequently than determined in the previous paragraphs. In any case, the supervisor requires an update of the recovery plan if the hypotheses described in the recovery plan differ from the circumstances that led to the taking of measures referred to in Article 234, § 2.] 2

(
1
)<A
2016-06-27/09
, art. 5, 008; Entry into force: 16-07-2016>
(
2
)<A
2021-07-11/08
, art. 64, 027; Entry into force: 23-07-2021>

Art.

112
.By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998 [ 1 the Bank may determine the detailed rules regarding :] 1 1° the minimum content of the recovery plan; 2° the information that must be communicated by the credit institutions to the supervisor, and the frequency with which this must be done. [ 2 The supervisor may require credit institutions to keep detailed records regarding financial contracts in which they are parties.] 2

(
1
)<A
2015-12-18/17
, art. 21, 004; Entry into force: 08-01-2016>
(
2
)<A
2016-06-27/09
, art. 6, 008; Entry into force: 16-07-2016>

Art.

113
.[
1
§ 1. The supervisor may exempt the following institutions from the obligations under this Section :
1° institutions that are members of an institutional protection scheme, understood as a mutual guarantee scheme established on a voluntary basis by certain credit institutions; 2° the credit institutions referred to in Article 239, § 1. § 2. When the supervisor grants an exemption pursuant to paragraph 1, it applies the requirements determined in this Section based on the general situation of the respective institutional protection scheme and its exempted members, or the central institution and the credit institutions affiliated with this institution as referred to in Article 239. § 3. Institutions that are under the direct supervision of the European Central Bank pursuant to Article 6, paragraphs 4 and 5, point b), of the SSM Regulation or institutions whose activities make up a significant part of the Belgian financial system cannot be exempted pursuant to paragraph 1. For the purposes of this paragraph, the activities of an institution are deemed to make up a significant part of the Belgian financial system if one of the following conditions is met :
1° the total value of its assets is greater than EUR 30,000,000,000; or 2° the ratio between its total assets and gross domestic product is greater than 20 %.
§ 4. The supervisor may allow a credit institution to deviate from the obligations of this Section regarding the content of the recovery plan, the frequency of updating the plan or the information provision by the credit institution as well as from the deadline determined in Article 114, § 2, or in Article 416, insofar as such a deviation is justified in light of the impact that the failure and resolution of the credit institution in the context of a resolution procedure may have on the financial markets, on other credit institutions, on the [financing conditions] 4 and on the economy in general. In doing so, the supervisor takes into account in particular the nature of the activities of the credit institution, its shareholder structure, legal form, risk profile, size and legal status, interconnection with other credit institutions or the financial system in general, the perimeter and complexity of its activities and the possible exercise of investment services or activities. [ 3 The supervisor carries out this assessment after consulting, if appropriate, the Bank in its capacity as a macroprudential authority.] 3 The supervisor may withdraw a deviation granted pursuant to the first paragraph at any time. It assesses the necessity and appropriateness of maintaining the granted deviations at least once a year and after a change in the legal or organizational structure, the activities or the financial position of the relevant credit institution. § 5. The deviations granted pursuant to paragraph 4 may in no case relate to the obligations regarding the progressive scale of threshold values for the proportion of impaired assets, as referred to in Article 110, § 2, second and third paragraphs.] 1 [ 2 § 6. The supervisor shall inform the EBA of the manner in which it has applied the provisions of this Article.] 2

(
1
)<A
2015-12-18/17
, art. 22, 004; Entry into force: 08-01-2016>
(
2
)<A
2018-03-11/07
, art. 247, 016; Entry into force: 26-03-2018> ( 3 )<A 2021-07-11/08 , art. 65, 027; Entry into force: 23-07-2021> ( 4 )<A 2022-07-20/40 , art. 330, 031; Entry into force: 06-10-2022>

Section II.

Assessment of recovery plans

Art.

114
. § 1. The recovery plan is examined and approved by the statutory governing body of the credit institution before it is submitted to the supervisor.
§ 2. The credit institution shall submit its first recovery plan to the supervisor within six months from the date of its authorization.
Subject to what is determined in the third paragraph, the credit institution shall submit an updated plan to the supervisor within two months following the event that gave rise to the obligation to update the plan, provided that the supervisor may extend this deadline to a maximum of six months. If the event that gave rise to the obligation to update the plan is a change in the financial position of the credit institution that may significantly affect the plan, the credit institution shall notify the supervisor thereof immediately and submit an updated plan within the deadline communicated to it by the supervisor. § 3. The supervisor shall forward the recovery plan and any updated plan to the resolution authority. The resolution authority may, within thirty days of receipt of the plan, address recommendations to the supervisor regarding the measures determined in the plan that may negatively affect the resolvability of the credit institution.

Art.

115
. § 1. Within six months of receiving the recovery plan, the supervisor examines this plan and assesses whether it meets the requirements determined by or pursuant to Articles 108 to 113.
In doing so, the supervisor evaluates in particular whether the recovery plan makes it reasonably expected that :
1° the implementation of the measures included in the plan is of such a nature as to maintain or restore the viability and financial position of the credit institution or the group of which it is a part, taking into account the preparatory measures the institution has taken or intends to take; 2° the plan and the various options included therein can be implemented quickly and effectively in situations of financial stress, avoiding significant negative consequences for the financial system as much as possible, also in scenarios of simultaneous implementation of recovery plans of other institutions. In its evaluation of the recovery plan, the supervisor pays particular attention to the adequacy of the institution's capital and funding structure in relation to the degree of complexity of its organizational structure and to its risk profile. § 2. If the supervisor considers that the recovery plan shows significant deficiencies or that there are significant obstacles to its implementation, it notifies the credit institution thereof and, after giving it the opportunity to formulate its opinion, invites it to submit a revised plan within two months in which the deficiencies or obstacles have been remedied. The supervisor may extend the aforementioned two-month deadline by a maximum of one month. § 3. If the supervisor considers that the deficiencies or obstacles identified by him have not been properly remedied in the revised plan submitted in accordance with paragraph 2, he may order the credit institution to make specific changes to the recovery plan within thirty days from the notification of this finding to the institution.

Art.

116
. § 1. If the credit institution does not comply with the invitation referred to in Article 115, § 2, within the set deadline, or if the supervisor considers that the revised recovery plan submitted in accordance with Article 115, § 2, does not remedy the deficiencies or obstacles identified by him and it is impossible to remedy them properly by means of a notice in accordance with Article 115, § 3, the supervisor notifies the credit institution thereof and requires it to determine within thirty days which changes it can make to its activities to remedy these deficiencies or obstacles. § 2. If the supervisor considers that the changes proposed by the credit institution pursuant to paragraph 1 do not remedy the deficiencies or obstacles identified by him, he may, without prejudice to other measures determined by or pursuant to this Act, order the credit institution to take any measure he deems necessary and proportionate to put an end to these deficiencies or obstacles. The supervisor may in particular order the credit institution to :
1° reduce its risk profile, including liquidity risk; 2° enable rapid recapitalization measures; 3° revise its strategy and its structure; 4° make changes to its funding strategy to increase the robustness of its core activities and its critical functions; 5° make changes to its governance structure. The supervisor's decision shall be brought to the knowledge of the credit institution in writing.

CHAPTER VIII.

Structure of Activities

Section I.

Scope and definitions

Art.

117
.[
1
This Chapter applies to credit institutions under Belgian law within the meaning of Article 1, § 3, first paragraph, 1°, that attract deposits or issue debt instruments covered by the Belgian deposit guarantee scheme referred to in Article 380.] 1

(
1
)<A
2021-07-11/08
, art. 66, 027; Entry into force: 06-10-2022>

Art.

118
. § 1. For the purposes of this Chapter and of the decrees and regulations adopted for its implementation, the following shall be understood :
1° proprietary trading: the trading in financial instruments using own capital, within the framework of the trading portfolio as defined in Article 4, paragraph 1, 86) of Regulation No 575/2013; 2° on a consolidated basis: on the basis of the consolidated situation of the group or sub-group formed by a credit institution and its Belgian and foreign subsidiaries; 3° consolidation perimeter: the group or sub-group formed by a credit institution and its Belgian and foreign subsidiaries; 4° trading entity: any enterprise connected to a credit institution, outside its consolidation perimeter, whose proprietary trading activities exceed the thresholds determined in a regulation adopted by the Bank pursuant to Article 12bis, § 2 of the Act of 22 February 1998. § 2. For matters falling under this Chapter, deliberation on each Royal Decree referred to in Article 12bis, § 2, third paragraph of the Act of 22 February 1998 shall take place in the Council of Ministers.

Section II.

Prohibition of proprietary trading activities

Art.

119
. From 1 January 2015, no credit institution may exercise proprietary trading activities, neither directly nor through Belgian or foreign subsidiaries.

Art.

120
.For the purposes of this Chapter, proprietary trading activities shall be deemed to include transactions and commitments entered into for own account, without adequate collateral, with :
a) [
1
AIFMs that operate with significant leverage as referred to in Article 111 of Delegated Regulation (EU) No 231/2013 of the Commission of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council as regards exemptions, general conditions for the exercise of activity, depositaries, leverage, transparency and supervision] 1 or similar investment vehicles that meet the characteristics determined in a regulation of the FSMA; or b) collective investment undertakings with investments in or exposure to one or more institutions or vehicles as referred to in point a) above a threshold determined in a regulation adopted by the Bank pursuant to Article 12bis, § 2 of the Act of 22 February 1998.

(
1
)<A
2016-10-25/05
, art. 20, 009; Entry into force: 01-12-2016>

Art.

121
.§ 1. Subject to Article 123, the prohibition set out in Article 119 does not apply to transactions in financial instruments that form part of the following activities, provided that those transactions comply with the conditions set out in paragraph 2:
1° the provision to clients of investment services and ancillary services, as defined in [1 in Article 2, 1°, 2 and 4 to 8, and 2° of the Act of 25 October 2016]1, which are intended to meet the financing, hedging or investment needs of clients; 2° the activities of market-making consisting in the regular and continuous presence, on a regulated market or in a multilateral trading facility of which he is a member, of a market participant who offers firm bid and offer prices for financial instruments, with an undertaking on his part to act as counterparty at these prices for minimum quantities, in order to create liquidity in the relevant market, provided that this market participant is attested as a market-maker by the trading firm or the investment firm operating the relevant market or multilateral trading facility; 3° activities to hedge the own risks of the credit institution or its subsidiaries, including the risks associated with the activities referred to in 1°, 2°, 4° and 5°; 4° the sound and prudent management of the liquidity of the credit institution and its subsidiaries; 5° the purchase and sale of financial instruments acquired with the intention of holding them on a lasting basis. § 2. In order to be exempt from the prohibition set out in Article 119, the transactions in financial instruments referred to in paragraph 1 must comply with the following conditions:
1° they must be carried out within the risk limits and with due regard to the framing measures determined pursuant to Article 122; 2° as regards transactions carried out in the context of the activities referred to in paragraph 1, 1° to 3°, the credit institution must demonstrate that they are necessary for it to be able to fulfil its intermediary role for its clients; 3° as regards transactions carried out in the context of the activities referred to in paragraph 1, 4° and 5°, the credit institution must demonstrate that they are necessary with a view to the sound and prudent management of the relevant liquidity or investments.

(1)<W2016-10-25/05, art. 21, 009; Entry into force: 01-12-2016>

Art.

122
. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank determines the risk limits and the measures for framing the transactions in financial instruments referred to in Article 121, § 1. The regulation referred to in the first paragraph also determines:
1° the rules on governance and risk management for each category of transactions referred to in Article 121, § 1; 2° the specific internal control procedures that credit institutions must implement to ensure compliance with the conditions and limits determined by or pursuant to Articles 121 to 124; 3° the specific periodic reporting obligations of credit institutions that enable the supervisor to check compliance with the aforementioned conditions and limits.

Art.

123
. § 1. The transactions in financial instruments referred to in Article 121, § 1, which do not remain within the risk limits established pursuant to Articles 121 and 122, shall be considered as prohibited proprietary trading activities when the market risks associated with those transactions, on an individual or consolidated basis, exceed the threshold determined in accordance with paragraph 2. § 2. The threshold referred to in paragraph 1 is determined as the ratio between the own funds requirements for market risks associated with the transactions referred to in paragraph 1 and the total of the regulatory own funds of the credit institution, on an individual or consolidated basis, as the case may be. The ratio referred to in the first paragraph may not exceed one percent. By a decision discussed in the Council of Ministers, the King may adjust this limit according to the evolution of the needs of the real economy. Subject to the maximum ratio referred to in the second paragraph, the supervisor determines the threshold referred to in paragraph 1 for each credit institution individually, taking into account in particular the activities and risk profile of the credit institution and the impact of the threshold on the ability of the credit institution to play its supporting role for the real economy. § 3. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank determines the detailed rules for the calculation of the ratio referred to in paragraph 2. This regulation may, under the conditions it determines:
1° exclude the own funds requirements resulting from transfers within the group which are intended to centralize risk management at the level of the credit institution from the calculation of the aforementioned ratio; 2° allow the supervisor to grant the credit institution a period to regularize its situation in exceptional circumstances partly beyond its control.

Art.

124
. In derogation of Article 119, the supervisor may authorize a credit institution to continue the run-off management of portfolios of financial instruments managed in this manner since a date prior to 1 January 2014, under the conditions he determines.

Art.

125
. The credit institution bears the burden of proof to demonstrate to the supervisor that its activities or those of its subsidiaries, as the case may be, comply with the conditions and limits determined by or pursuant to Articles 121 to 124.

Art.

126
.§ 1. Within thirty days from the determination that the threshold referred to in Article 123 has been exceeded, the credit institution submits to the supervisor a plan for approval with a detailed description of how it will reduce, cease or transfer its trading activities or those of its subsidiaries with a view to compliance with the provisions of this Chapter. § 2. To this end, the proprietary trading activities of the credit institution or its subsidiaries may be transferred in whole or in part to one or more affiliated companies outside the consolidation perimeter of the credit institution. [2When proprietary trading activities are thus transferred to an affiliated company under Belgian law, the latter must have obtained a license as a credit institution within the meaning of Article 1, § 3, first paragraph, 2° or as a stock exchange company pursuant to the Act of 25 October 2016.]2

(1)<W2016-10-25/05, art. 22, 009; Entry into force: 01-12-2016> (2)<W2021-07-11/08, art. 67, 027; Entry into force: 06-10-2022>

Art.

127
. § 1. If a credit institution fails to submit a plan as referred to in Article 126, § 1, or if the supervisor is of the opinion that this plan does not ensure sustainable compliance with the provisions of this Chapter, the supervisor may order the credit institution to take the corrective measures he deems necessary, including the cessation or transfer of the relevant proprietary trading activities. § 2. In assessing the plan referred to in Article 126, § 1, the supervisor takes into account the consequences of this plan for the stability of the financial system and for the functioning of the real economy. § 3. In the event of the transfer of proprietary trading activities to an company affiliated with the credit institution, the supervisor may make his approval of the plan referred to in Article 126, § 1 subject to conditions intended to shield the risks associated with the exercise of those activities by this company. § 4. Once the supervisor has approved the plan referred to in Article 126, § 1, he notifies his decision to the relevant credit institution and makes it available on his website.

Section III.

Relations with trading entities

Art.

128
. Every trading entity under Belgian law must comply with the prudential requirements applicable to it on an individual basis and, where applicable, on the basis of the consolidated situation of the group or sub-group formed by the entity and its Belgian and foreign subsidiaries, without it enjoying any exemption or derogation by virtue of its inclusion in the consolidated situation of a larger group comprising one or more credit institutions.

Art.

129
. § 1. For the application of the regulatory own funds requirements and limits for large exposures, the exposures of credit institutions to connected trading entities are treated as exposures to third parties.
The exposures referred to in the first paragraph may not be fully or partially exempted from the limits for large exposures pursuant to Article 400, paragraph 2, points c) or f) of Regulation No. 575/2013.
§ 2. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank may subject the exposures referred to in paragraph 1 to a large exposure limit of less than 25 percent in accordance with Article 395, paragraph 6 of Regulation No. 575/2003 and require that they be subject to adequate credit protection.

Art.

130
. A credit institution may only directly or indirectly acquire or hold qualified participations in trading entities on condition that the amount of these participations is deducted from the amount of the Tier 1 core capital components and that the supervisor has given prior consent for this.

Art.

131
.§ 1. The members of the management board or, in the absence of such a board, the persons responsible for the effective management of a credit institution, may not exercise any mandate or any executive function within a trading entity. § 2. [1Without prejudice to Article 7:97 of the Code of Companies and Associations, the board of directors of a trading entity under Belgian law must include at least one independent director within the meaning of Article 3, 83°.]1 At least half of the non-executive members of the board of directors of a trading entity under Belgian law do not exercise any mandate or any executive function within a company affiliated with a trading entity.

(1)<W2021-06-27/09, art. 158, 026; Entry into force: 19-07-2021>

Section IV.

Diverse provisions

Art.

132
. The provisions of this Chapter apply without prejudice to the other measures that may be imposed by the supervisor or the resolution authority pursuant to this Act.

Art.

133
. The King may, by a decision discussed in the Council of Ministers, taken on the advice of the Bank, take all useful measures for the implementation of the provisions resulting from international treaties or international acts adopted pursuant to such treaties, for matters governed by the provisions of this Chapter. The powers granted to the King in the first paragraph expire on 31 December 2015. Decisions adopted pursuant to this article may amend, supplement, replace or repeal the existing statutory provisions. These decisions are automatically repealed if they are not ratified by law within twelve months following their publication in the Belgian State Gazette.

TITLE III.

Supervision of credit institutions

CHAPTER I.

Supervision by the supervisor and the FSMA

Art.

134
.§ 1. In accordance with the distribution of competences provided for in the SSM Regulation, the supervisor ensures that each credit institution operates in accordance with the provisions of this Act, its implementing decisions and regulations and the directly applicable European regulations, without prejudice to the powers conferred on the FSMA under Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002 [1, also as regards the requirements established pursuant to Article 65/3, first paragraph, 1°]1. [2§ 1/1. [3...]]2 § 2. In the exercise of its general tasks, the supervisor duly takes into account the consequences that its decisions, particularly in emergency situations, may have for the stability of the financial system of all other member states concerned, based on the information available at the relevant time.

(1)<W2017-11-21/08, art. 170, 014; Entry into force: 03-01-2018> (2)<W2019-05-02/25, art. 36, 019; Entry into force: 31-05-2019> (3)<W2021-06-27/09, art. 159, 026; Entry into force: 19-07-2021>

Art.

135
. For the purpose of its mission, the supervisor may have all information provided to it regarding the organization, operation, position and transactions of the credit institutions [1, as well as all recordings of telephone conversations or electronic communications or other summaries of data traffic that are in the possession of the credit institution]1. He may carry out on-site inspections and on-site review and make a copy of any data in the possession of the institution, 1° to verify whether the statutory and regulatory provisions and the provisions of the directly applicable European regulations relating to the status of credit institutions have been complied with and whether the accounting and annual accounts, as well as the statements and information submitted to him by the institution, are correct and truthful; 2° to assess the appropriateness of the policy structures, the administrative and accounting organization, internal control and the policy of the institution regarding the prospective management of its own funds requirements and liquidity; 3° to ensure that the policy of the institution is sound and prudent and that its position or its transactions cannot jeopardize its liquidity, profitability or solvency. The prerogatives referred to in the first and second paragraphs also include access to the agendas and minutes of the meetings of the various bodies of the institution and their internal committees, as well as to the related documents and to the results of the internal and/or external assessment of the operation of the aforementioned bodies.

(1)<W2016-10-25/05, art. 23, 009; Entry into force: 01-12-2016>

Art.

136
.[1In the context of supervision and in particular inspections]1, the staff of the supervisor are authorized to obtain from the leaders and employees of the credit institution all information and explanations they deem necessary for the performance of their duties and may, for this purpose, require interviews with leaders or staff members of the institution whom they designate.

(1)<W2016-10-25/05, art. 24, 009; Entry into force: 01-12-2016>

Art.

136/1
.[1Without prejudice to Article 66, second paragraph, the supervisor may, in the event of outsourcing, also exercise his inspection prerogatives as referred to in Article 135, second paragraph, with regard to the companies on which credit institutions rely in their capacity as service providers (outsourcing) [2, including third-party ICT service providers as referred to in Chapter V of Regulation 2022/2554]2, to verify that the conditions under which those services are performed do not impair the compliance of credit institutions with their statutory and regulatory obligations. The prerogatives referred to in Articles 136 and 140 may also be exercised by analogy with regard to those service providers. The competent authorities of another member state whose credit institutions, which fall under their supervisory authority, rely on service provider companies established in Belgium (outsourcing), may exercise the prerogatives referred to in the first paragraph with regard to those service providers, where applicable with the involvement of persons they authorize for this purpose. When requested to do so, the supervisor may exercise his prerogatives on behalf of those authorities.]1

(1)<Inserted by W2016-10-25/05, art. 25, 009; Entry into force: 01-12-2016> (2)<W2025-03-25/05, art. 73, 035; Entry into force: 08-05-2025>

Art.

136/2
. [1Inspection reports and more generally all documents emanating from the supervisor, which he indicates are confidential, may not be made public by credit institutions without the express consent of the supervisor.
Non-compliance with this obligation is punishable by the penalties provided for in Article 458 of the Penal Code.]1

(1)<Inserted by W2017-11-21/08, art. 171, 014; Entry into force: 03-01-2018>

Art.

137
. Credit institutions must inform the FSMA and the supervisor immediately when they commence or cease the services of systematic internalizers within the meaning of Article 3, 66°.

Art.

138
.[2§ 1.]2
Without prejudice to the powers conferred on the European Central Bank pursuant to the SSM Regulation, the Bank and the FSMA conclude an agreement with a view to efficient and coordinated supervision of credit institutions. They make this agreement available on their respective websites. This agreement determines the modalities of cooperation between the Bank and the FSMA in all cases where the law provides for an opinion, consultation, information or other contact between the two institutions or where consultation between both institutions is necessary to ensure uniform application of the legislation. [1The cooperation between the Bank and the FSMA includes in particular the possibility for the Bank to request the opinion of the FSMA in the context of the assessment of compliance with the requirements imposed by or pursuant to this Act which fall under the competence of the FSMA pursuant to Article 45, § 1, first paragraph, 3° and § 2, of the Act of 2 August 2002, in particular regarding the appropriate consideration by the institution of the interests of its clients and the integrity of the market and regarding the provision by the institution to its clients of direct electronic access to a trading platform.]1 [2§ 2. The supervisor works closely with the resolution authorities and consults these authorities when this Act or Regulation No. 575/2013 so requires, and in particular when drawing up resolution plans as referred to in Article 226.]2

(1)<W2017-11-21/08, art. 172, 014; Entry into force: 03-01-2018> (2)<W2021-07-11/08, art. 68, 027; Entry into force: 23-07-2021>

Art.

139
. Relations between a credit institution and a specific client do not fall within the competence of the supervisor unless supervision of the institution requires it.

Art.

140
. The supervisor may carry out at the branches of credit institutions under Belgian law established in another member state, after prior notification to the competent authorities of that state, the inspections referred to in Article 135, second paragraph, as well as all inspections aimed at collecting or testing data on-site regarding the management and policy of the branch, as well as all data that may facilitate supervision of the credit institution, in particular in the areas of liquidity, solvency, [1 deposit and investor protection]1, limitation of large risks, administrative and accounting organization and internal control. For the same purpose and after notification to the authorities referred to in the first paragraph, he may instruct an expert he appoints to carry out all useful checks and investigations. The remuneration and costs of this expert are borne by the institution. Likewise, he may request these authorities to carry out certain of the checks and investigations referred to in the first paragraph.

(1)<W2016-10-25/05, art. 26, 009; Entry into force: 01-12-2016>

CHAPTER II.

Prudential supervision procedure

Section I.

Prudential supervision programme

Art.

141
.§ 1. Depending on the results of the assessment and evaluation procedure of credit institutions carried out pursuant to Article 142, the supervisor establishes his supervision programme annually. This supervision programme determines:
1° the manner in which the supervisor intends to perform his duties and allocate his resources; 2° which credit institutions will be subject to intensified supervision and which measures will be taken for this purpose in accordance with paragraph 3; 3° the programme for on-site inspections, also for the branches and subsidiaries of institutions established in another member state, respectively pursuant to Article 140 and/or 162, 183, § 2 and 214; § 2. The supervision programme is established for credit institutions for which the assessment and evaluation procedure referred to in Article 142, or the results of the stress tests referred to in Articles 143, § 1, 1° [1 and 7°, ]1 and 148, indicate significant risks to their financial solidity or infringements of the provisions of this Act, its implementing decisions or regulations or the directly applicable European regulations. The supervision programme also applies to global systemically important credit institutions (G-SICIs) or domestic systemically important credit institutions (D-SICIs) as referred to in Article 12 of Annex IV. The supervisor may at any time also include in his supervision programme all other credit institutions for which he deems it necessary to specifically monitor compliance by that institution with this Act, its implementing decisions and regulations and the directly applicable European regulations. § 3. The measures referred to in paragraph 1, 2° may in particular include:
1° increasing the number or frequency of on-site inspections at a credit institution; 2° carrying out thematic inspections for specific risks; 3° requiring additional or more frequent reporting; 4° carrying out additional or more frequent assessments of the operational, strategic or development plans of a credit institution; 5° imposing his permanent presence at a credit institution. § 4. When circumstances so require, the supervisor adapts the content of his supervision programme as referred to in paragraph 1.

(1)<W2016-10-25/05, art. 27, 009; Entry into force: 01-12-2016>

Section II.

Prudential assessment and evaluation procedure

Art.

142.

Based on the criteria of Article 143, the supervisor checks whether the provisions of this Act, its implementing decrees and regulations, and Regulation No. 575/2013 have been complied with. He evaluates the risks to which the credit institution is or may be exposed, the risks that have come to light during stress tests carried out in application of Article 148 [2 and during tests of digital operational resilience carried out in application of Chapter IV of Regulation 2022/2554] 2, and the appropriateness, in light of the aforementioned risks, of the prospective management of own funds and liquidity, as referred to in Article 94.] 1
The supervisor determines the frequency and scope of that evaluation, taking into account the size and systemic relevance of the institution concerned, as well as the nature, size, and complexity of its activities. For institutions subject to his supervisory programme in application of Article 141, the evaluation is updated at least once a year. The supervisor shall immediately inform the European Banking Authority of the results of the evaluation referred to in the first paragraph, if that evaluation reveals that a credit institution may pose a systemic risk, using the criteria referred to in Article 23 of Regulation No. 1093/2010. [1 In that evaluation, the supervisor takes into account the principle of proportionality according to the criteria published in accordance with Article 36/6, § 2, 2°, of the Act of 22 February 1998.] 1

(1)<W 2021-07-11/08, art. 69, 027; Inwerkingtreding : 23-07-2021> (2)<W 2025-03-25/05, art. 74, 035; Inwerkingtreding : 08-05-2025>

Art. 142/1.
[1
The supervisor may adapt the evaluation procedure referred to in Article 142 for credit institutions that have a comparable risk profile because their business models or the geographical location of their risk exposures are comparable. In this adaptation, which may involve the use of risk-oriented reference indicators and quantitative indicators, account must nevertheless be taken of the specific risks to which each credit institution is or may be exposed, and no prejudice is done to the specific character of the institution concerned with regard to the measures imposed under Article 149. When the supervisor makes use of the possibility provided for in the first paragraph, he informs the EBA thereof.] 1

(1)<Ingevoegd bij W 2021-07-11/08, art. 70, 027; Inwerkingtreding : 23-07-2021>

Art. 142/2.
[1
When the supervisor, on the basis of the testing and evaluation referred to in Article 142, in particular of the governance arrangement, the business model, and the activities, has good reason to suspect that there is money laundering or terrorist financing, an attempt thereof, or an increased risk thereof, in connection with the credit institution, he informs the EBA and, if the supervisor is not the Bank, the Bank in its capacity as the competent authority for supervising the credit institution's compliance with the Act of 18 September 2017, thereof immediately. In the event of a possible increased risk of money laundering or terrorist financing, the supervisor and, where applicable, the Bank, contact each other and inform the EBA immediately of their joint assessment, without prejudice to the application of any measure provided for in this Act or the Act of 18 September 2017.] 1

(1)<Ingevoegd bij W 2021-07-11/08, art. 71, 027; Inwerkingtreding : 28-06-2021>

Art. 143.
§ 1. The testing and evaluation carried out by the supervisor in application of Article 142 not only aim to check whether the credit and market risks and the operational risks as referred to in Articles 5 to 7 of Annex I are managed, but also specifically cover the following aspects:
1° the results of the stress tests carried out by the credit institution applying the internal ratings-based approach in accordance with Article 177 of Regulation No. 575/2013; 2° the exposure to and the management by the institution of concentration risk, including compliance with the requirements laid down in Article 3 of Annex I, in Part 4 of Regulation No. 575/2013 and in the regulations established by the Bank in application of Article 98; 3° the robustness, appropriateness, and manner of application of the policies and procedures followed by the institution with a view to managing the residual risk associated with the use of recognized credit risk mitigation techniques; 4° the extent to which the own funds held by the credit institution with regard to the assets it has securitised are sufficient in light of the economic interest of the transaction, including the extent to which there is risk transfer. The supervisor checks whether the institution concerned retains part of the risk associated with the assets that are the subject of a securitisation transaction by providing implicit support. If it appears that an institution has provided implicit support more than once, the supervisor may take the measures he deems necessary, taking into account the fact that the likelihood in this case is greater that the institution will provide such support in the future in the context of a securitisation transaction; 5° the exposure to and the measurement and management of liquidity risk by the institution, including:

the preparation of analyses based on scenarios other than those provided for by Regulation No. 575/2013 and by the regulations established by the Bank in application of Article 98;
the management of factors that can mitigate liquidity risk (in particular the size, composition, and quality of liquidity buffers);
the introduction of effective contingency plans.
The supervisor regularly subjects the institution's overall liquidity risk management to a thorough evaluation and ensures that the internal methods for evaluating liquidity risk are sound. In doing so, the supervisor takes into account the role the institution plays on the financial markets and the impact its decisions may have on the stability of the financial system in the other Member States concerned; 6° the impact of the diversification effects of risks and/or risk exposures and the manner in which those effects are processed in the risk evaluation system; 7° the results of the stress tests carried out by the institution using an internal model for the calculation of own funds requirements for market risk, in accordance with Part 3, Title IV, Chapter 5 of Regulation No. 575/2013, and the regulations established by the Bank in application of Article 5, § 5 of Annex I; 8° the geographical location of the institution's exposures; 9° the business model of the institution; 10° [1...] 1 11° the appropriate and prudent character of the valuation rules used by the credit institution. The write-downs carried out in accordance with Article 105 of Regulation No. 575/2013 must enable the institution to sell or hedge its positions in normal market conditions in a short period of time without suffering significant losses; 12° [1 the institution's exposure to interest rate risk arising from activities outside the trading book. Without prejudice to Article 149, the supervisor imposes measures at least in the following cases to remedy the situation identified:
if the economic value of own funds referred to in Article 6, § 1 of Annex I decreases by more than 15% of the institution's tier 1 capital as a result of a sudden and unexpected change in interest rates as described in one of the six crisis scenarios applied to interest rates established in accordance with the EBA's technical standards;
if an institution faces a significant decrease in its net interest income referred to in Article 6, § 1 of Annex I as a result of a sudden and unexpected change in interest rates as described in one of the two crisis scenarios applied to interest rates established in accordance with the EBA's technical standards.
Notwithstanding the second paragraph, the supervisor is not obliged to take prudential or recovery measures if, on the basis of the testing and evaluation referred to in this paragraph, he is of the opinion that the institution manages the interest rate risk arising from activities outside the trading book adequately and that the institution is not excessively exposed to this risk. For the purpose of this point 12°, the supervisor also has the possibility to further determine hypotheses for modelling and parameters, except those established by the EBA under Article 98, paragraph 5bis, point b), of Directive 2013/36/EU, which institutions must take into account in their calculation of the economic value of own funds pursuant to Article 6, paragraph 1 of Annex I;] 1 13° the institution's exposure to leverage risk, as represented by indicators of excessive leverage, in particular the leverage ratio established in accordance with Article 429 of Regulation No. 575/2013; In his assessment of the adequacy of the institution's leverage ratio and the appropriateness of the regulations, strategies, procedures, and mechanisms applied with a view to managing leverage risk, the supervisor takes into account the business model of the institution concerned; 14° the organisational structure of the credit institution as referred to in Article 21 and the ability of the members of the statutory governing body and of the management committee to perform their duties. § 2. The supervisor may establish the quantitative and qualitative criteria on which he bases his assessment of the size of the risks and the appropriateness of their treatment by credit institutions, if necessary by regulation established in application of Article 12bis, § 2 of the Act of 22 February 1998.

(1)<W 2021-07-11/08, art. 72, 027; Inwerkingtreding : 23-07-2021>

Afdeling III.

Onderzoek van de interne benaderingen en methodes

Art. 144.
§ 1. The supervisor regularly investigates, and at least every three years, whether the internal approaches for the calculation of regulatory own funds requirements comply with Regulation No. 575/2013 and with the regulations established in application of Articles 1, § 6 and 5, § 5 of Annex I. He also investigates whether the credit institutions that have obtained permission to use these approaches comply with the conditions for this use that were previously established by the supervisor. He takes into account in particular changes in the institution's activities and the application of these approaches to new products. § 2. The supervisor tests and evaluates in particular whether the institutions using internal approaches as referred to in paragraph 1, [1use] 1 well-developed techniques and practices that are updated.

(1)<W 2022-07-20/40, art. 332, 031; Inwerkingtreding : 06-10-2022>

Art. 145.
§ 1. When the supervisor finds that the internal approach used by a credit institution shows significant shortcomings in capturing risks, he requires the institution to take appropriate measures to remedy this situation and limit its consequences, and imposes, where applicable, an increase in the multiplication coefficients, or of the specific own funds requirements in application of Article 149. § 2. If a large number of exceedances, within the meaning of Article 366 of Regulation No. 575/2013, indicate that an internal model for market risk is insufficiently accurate, the supervisor may withdraw the permission to use this internal model or impose concrete measures to ensure that this model is improved as soon as possible. § 3. When he finds that a credit institution that has obtained permission to use an internal approach for the calculation of regulatory own funds requirements no longer complies with the conditions for the use of this approach, the supervisor requires the institution to submit a plan to comply again with the conditions, with a schedule, or that the institution demonstrates that the effect of non-compliance with the conditions is negligible, given Regulation No. 575/2013. The supervisor requires that the plan to comply again with the conditions be modified if he is of the opinion that its implementation cannot lead to compliance with the conditions or if he is of the opinion that the period proposed by the credit institution to comply again with the conditions is inadequate or unrealistic. If the supervisor is of the opinion that the institution will not be able to comply with the conditions for the use of the internal approach within the period he deems appropriate, he withdraws the permission to use the aforementioned internal approach or limits its use to the domains for which the conditions are met or can be met within a period that the supervisor deems appropriate.

Art. 146.
<Opgeheven bij W 2021-07-11/08, art. 73, 027; Inwerkingtreding : 23-07-2021>

Art. 147.
§ 1. Credit institutions that have obtained permission to use internal approaches for the calculation of risk volume or own funds requirements, with the exception of operational risk, share annually, or at the request of the supervisor, the results of the calculations concerning their internal approaches for their exposures or positions included in the benchmark portfolios. They add an explanation of the methods used to this data. § 2. For the communication referred to in paragraph 1, credit institutions use the model drawn up by the European Banking Authority, except for the communication of the results of the calculations for specific portfolios that the supervisor may request, where applicable, which are communicated separately. [1 § 2/1. The supervisor checks, on the basis of the information submitted by credit institutions in accordance with paragraph 1, the scope of the risk-weighted items or, where applicable, the own funds requirements, with the exception of operational risk, for the exposures or transactions that are the result of the internal approaches of the credit institutions concerned. Based on the report drawn up by the EBA pursuant to Article 78, paragraph 3 of Directive 2013/36/EU, a comparative analysis of the quality of these approaches is carried out at least once a year, with particular attention being paid to:
1° approaches that show significant differences in own funds requirements for the same exposure; 2° approaches with particularly high or particularly low diversification, as well as approaches with significant and systematic undervaluation of own funds requirements.] 1 § 3. [1 The supervisor requires corrective measures if he finds that the internal approach used by a credit institution deviates significantly from the other approaches used in the sector and if he demonstrates that this approach leads to an undervaluation of the own funds requirements for the institution concerned, which cannot be attributed to differences in the underlying risks to which this institution is exposed.] 1 [1
4. The supervisor ensures that the corrective measures referred to in paragraph 3 do not lead to standardisation or a tendency to use certain methods, do not create unjustified incentives, and do not trigger imitation behaviour.]
1

(1)<W 2021-07-11/08, art. 74, 027; Inwerkingtreding : 23-07-2021>

Afdeling IV.

Stresstests

Art. 148.
If he is of the opinion that the stress tests carried out in accordance with Article 23 of Regulation No. 1093/2010 yield insufficient results, the supervisor subjects credit institutions to specific prudential stress tests, taking into account the specific characteristics of the [1 banking and financial sector] 1 in Belgium, to facilitate the testing and evaluation procedure referred to in Article 142.

(1)<W 2016-10-25/05, art. 28, 009; Inwerkingtreding : 01-12-2016>

Afdeling V.

Prudentiële maatregelen

Art. 149.
[1
On the basis of the results of the testing and evaluation procedure carried out in accordance with Article 142, as well as in the event of application of Article 143, § 1, 11° or 12° or Article 145, § 3, the supervisor may, according to the modalities determined in Article 150, impose on the credit institution concerned a specific own funds requirement in addition to the own funds requirements imposed by or pursuant to Regulation No. 575/2013, the regulations established in application of Article 98, and Article 95, to take into account the risks to which that credit institution is or may be exposed. The supervisor determines how the credit institution concerned must comply with this specific own funds requirement. To that end, the supervisor may also impose any other measures referred to in Article 234, § 2. Without prejudice to Article 18 of Regulation No. 575/2013, the supervisor may furthermore require that a regulated or unregulated undertaking be included in the consolidation perimeter when the risk profile of the credit institution on a consolidated or, where applicable, sub-consolidated basis, as it appears from the consolidation perimeter, is inadequate.] 1

(1)<W 2021-07-11/08, art. 75, 027; Inwerkingtreding : 23-07-2021>

Art. 150.
[1
§ 1. On the basis of the results of the testing and evaluation procedure carried out in accordance with Article 142 and of the investigation of the internal approaches referred to in Articles 144 and 145, the supervisor imposes the specific own funds requirement referred to in the first paragraph of Article 149 in the following cases:
1° the credit institution holds risks that are not or insufficiently covered by the own funds requirements referred to in Parts three, four, and seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, as specified in Article 150/1, in the regulations established in application of Article 98, and in Article 95; 2° the write-downs referred to in Article 143, § 1, 11° are insufficient to enable the credit institution to sell or hedge its positions under normal market conditions in a short period of time without suffering significant losses; 3° the investigation carried out in accordance with Article 145, § 3 shows that non-compliance with the conditions for the application of an approved internal approach may result in the institution concerned no longer complying with the applicable regulatory own funds requirements; 4° the credit institution has repeatedly failed to establish or maintain an adequate level of additional own funds to comply with the recommendations for additional own funds communicated in accordance with Article 150/5, § 3; 5° any other institution-specific situation that, in the supervisor's assessment, gives rise to material risks. § 2. The measure referred to in the first paragraph of Article 149 is imposed only to cover the risks that the credit institution concerned runs through its activities, including the effect of changes in the economic situation and developments on the financial markets on its risk profile.] 1

(1)<W 2021-07-11/08, art. 76, 027; Inwerkingtreding : 23-07-2021>

Art.

150/1
§ 1. For the application of Article 150, § 1, 1°, risks or aspects of risks are deemed not or not sufficiently covered by the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402 only when the amounts, categories, distribution and/or quality of the own funds required to meet these own funds requirements are at a lower level than those the supervisor considers adequate, taking into account the prospective management of own funds requirements referred to in Article 94. The own funds deemed adequate by the supervisor cover all risks or aspects of risks identified as material in the assessment referred to in paragraph 2 and not or not sufficiently covered by the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402.

§ 2. For the application of paragraph 1, the supervisor assesses, taking into account the risk profile of each individual institution, the risks to which the credit institution is exposed, including:
1° credit institution-specific risks or aspects of such risks that are explicitly not taken into account for the calculation of the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402 or that are not explicitly addressed in these requirements; 2° credit institution-specific risks or aspects of such risks that may be underestimated despite compliance with the applicable requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, without prejudice to the benefit of transitional provisions established by or under this Act and by directly applicable European regulations, whereby earlier provisions are declared applicable or new provisions of this Act or of the aforementioned regulations are gradually declared applicable.

§ 3. Interest rate risks arising from activities outside the trading book may be deemed material, at least in the cases referred to in [Article 143, § 1, 12°], unless the supervisor, after the testing and evaluation procedure carried out in accordance with Article 142, concludes that the credit institution manages the interest rate risk arising from its activities outside the trading book in an adequate manner and that the credit institution is not excessively exposed to the interest rate risk it incurs in activities outside the trading book.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 77, 027; Entry into force: 23-07-2021> (2) <Act of 5 July 2022 (2022-07-05/06), art. 46, 030; Entry into force: 29-07-2022>

Art. 150/2
[1
When additional own funds are required to address risks other than the excessive leverage risk, the supervisor determines the level of additional own funds required to meet the specific own funds requirement imposed under Article 149, first paragraph, in the situations referred to in Article 150, § 1, 1°, as the difference between the own funds the supervisor considers adequate in accordance with Article 150/1, § 1 and the own funds resulting from the requirements applicable under Parts Three and Four of Regulation No. 575/2013 and Chapter 2 of Regulation No. 2017/2402. When additional own funds are required to address the excessive leverage risk not sufficiently covered by the leverage ratio requirement referred to in Article 92(1)(d) of Regulation No. 575/2013, the supervisor determines the level of additional own funds as required to meet the specific own funds requirement imposed under Article 149, first paragraph, in the situations referred to in Article 150, § 1, 1°, as the difference between the own funds the supervisor considers adequate under Article 150/1, § 1 and the own funds resulting from the own funds requirements applicable under Parts Three and Seven of Regulation No. 575/2013.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 78, 027; Entry into force: 23-07-2021>

Art. 150/3
[1
§ 1. A credit institution must meet the specific own funds requirement imposed under Article 149, first paragraph, to address risks other than the excessive leverage risk with own funds that meet the following conditions:
1° at least three quarters of the specific own funds requirement are met with Tier 1 capital; 2° at least three quarters of the Tier 1 capital referred to in point 1° consist of Tier 1 core capital.
A credit institution must meet the specific own funds requirement imposed under Article 149, first paragraph, with regard to addressing the excessive leverage risk with Tier 1 capital.

§ 2. In derogation from paragraph 1, the supervisor may require that a higher percentage of Tier 1 capital or Tier 1 core capital be used to meet the specific own funds requirement, if he deems it necessary given the specific circumstances of a credit institution.

§ 3. Own funds already used to meet the specific own funds requirement imposed under Article 149, first paragraph, to address risks other than the excessive leverage risk, may not be taken into account by the credit institution to meet:
1° the own funds requirements referred to in Article 92(1)(a), (b) and (c) of Regulation No. 575/2013; 2° the overall capital buffer requirement referred to in Article 96; 3° the guidelines on additional own funds referred to in Article 150/5 when those guidelines address risks other than the excessive leverage risk.

§ 4. Own funds already used to meet the specific own funds requirement imposed under Article 149, first paragraph, with a view to addressing the excessive leverage risk not sufficiently covered by the leverage ratio requirement referred to in Article 92(1)(d) of Regulation No. 575/2013, may not be taken into account by the credit institution to meet:
1° the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 2° the leverage ratio buffer requirement referred to in Article 92(1bis) of Regulation No. 575/2013; 3° the guidelines on additional own funds referred to in Article 150/5 when those guidelines address the excessive leverage risk.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 79, 027; Entry into force: 23-07-2021>

Art. 150/4
[1
In the framework of its duty to give reasons, the supervisor justifies in writing the decision to impose a specific own funds requirement in accordance with Article 149, first paragraph, at least by clearly setting out the full assessment of the data referred to in Articles 150 to 150/3. In the situation referred to in Article 150, § 1, 4°, this document includes a specific statement of the reasons why the guidelines on additional own funds are no longer considered adequate.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 80, 027; Entry into force: 23-07-2021>

Art. 150/5
[1
§ 1. On the basis of the prospective management of own funds requirements referred to in Article 94, a credit institution establishes its internal own funds at an appropriate level that is sufficiently high to cover all risks to which it is exposed and to absorb potential losses resulting from crisis scenarios, including those identified in the context of the prudential stress tests referred to in Article 148.

§ 2. The supervisor regularly tests the level of internal own funds referred to in paragraph 1 as part of the prudential assessment and evaluation procedure and of the investigations carried out in accordance with Articles 142, 144 and 145, including the results of the stress tests referred to in Article 148.

§ 3. On the basis of that investigation, the supervisor determines for each credit institution the general level of own funds that he considers appropriate.
He communicates to the institution concerned the resulting guidelines on the amount of additional own funds required to reach this general level.

§ 4. The amount of additional own funds referred to in paragraph 3, second paragraph, is the amount of own funds above the amount of own funds required under Parts Three, Four and Seven of Regulation No. 575/2013, Chapter 2 of Regulation No. 2017/2402, Articles 96 and 149, first paragraph, and, where applicable, under Article 92(1bis) of Regulation No. 575/2013, that is necessary to reach the general level of own funds that the supervisor considers appropriate under paragraph 3, first paragraph.

§ 5. The guidelines on additional own funds referred to in paragraph 3, second paragraph, are credit institution-specific. These guidelines may relate to risks addressed by the specific own funds requirement imposed under Article 149, first paragraph, insofar as they relate to aspects of those risks not yet addressed by that specific own funds requirement.

§ 6. Own funds already used to meet the guidelines on additional own funds for addressing risks other than the excessive leverage risk may not be taken into account by the credit institution to meet:
1° the own funds requirements referred to in Article 92(1)(a), (b) and (c) of Regulation No. 575/2013; 2° the specific requirement imposed under Article 149 to address risks other than the excessive leverage risk; 3° the overall Tier 1 core capital buffer requirement referred to in Article 96.

§ 7. Own funds already used to meet the guidelines on additional own funds intended to address the excessive leverage risk may not be taken into account by the credit institution to meet:
1° the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 2° the specific requirement imposed under Article 149 to address the excessive leverage risk; 3° where applicable, the leverage ratio buffer requirement referred to in Article 92(1bis) of Regulation No. 575/2013.

§ 8. If the credit institution complies with the applicable own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, in Article 149, first paragraph, in Article 96 and, where applicable, with the requirement referred to in Article 92(1bis) of Regulation No. 575/2013, non-compliance with the guidelines on additional own funds does not give rise to the restrictions referred to in Article 99 or 102/2.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 81, 027; Entry into force: 23-07-2021>

Art. 150/6
[1
The supervisor informs the relevant resolution authorities of the specific own funds requirement imposed on a credit institution under Article 149, first paragraph, and of the guidelines on additional own funds communicated to an institution in accordance with Article 150/5, § 3, second paragraph.]

(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 82, 027; Entry into force: 23-07-2021>

Art. 151
When the supervisor is of the opinion that the liquidity risk to which a credit institution is or may be exposed justifies it, the supervisor may impose specific liquidity standards on that institution in addition to the liquidity standards established in Regulation No. 575/2013 and in the regulations established pursuant to Article 98. The supervisor takes into account the following:
1° the business model of the institution;
2° the result of the testing and evaluation procedure referred to in Article 142, in particular when the supervisor decides that the minimum liquidity requirements established in Regulation No. 575/2013 and in the regulations established pursuant to Article 98, or those established by the institution itself pursuant to Article 94, underestimate the actual risks incurred by the institution or feared to occur; 3° the organizational arrangements and measures introduced by the institution to ensure that risks are controlled, in particular the liquidity risk referred to in Article 8 of Annex I; 4° [1 ...]

(1) <Act of 11 July 2021 (2021-07-11/08), art. 83, 027; Entry into force: 23-07-2021>

Art. 152
The supervisor may decide to set a deadline for the measures imposed in accordance with Articles 149 and 151. The application of these provisions does not detract from the application of other provisions of this Act, in particular Article 234 [1 , nor from the application of measures established in other laws, decrees or regulations]1.

(1) <Act of 11 July 2021 (2021-07-11/08), art. 84, 027; Entry into force: 23-07-2021>

Art. 153
The supervisor informs the European Banking Authority of:
1° the operation of its testing and evaluation procedure as referred to in Article 142; 2° the method used to ensure that decisions taken pursuant to Articles 143 to 151, and 234 are based on the testing and evaluation procedure carried out in accordance with Article 142.

Section VI.
<Repealed by Act of 11 July 2021 (2021-07-11/08), art. 85, 027; Entry into force: 23-07-2021>

Art. 154
<Repealed by Act of 11 July 2021 (2021-07-11/08), art. 85, 027; Entry into force: 23-07-2021>

CHAPTER III.

Supervision of activities exercised in another Member State

Section I.

Definitions

Art. 155
For the application of this Chapter, the following are understood:
1° home Member State: the Member State in which a credit institution has been granted a license, in this case Belgium; 2° host Member State: the Member State in which a Belgian credit institution has a branch or provides services; 3° the supervisor: the supervisor in his capacity as the competent authority of the home Member State.

Section II.

Supervision of activities

Art. 156
§ 1. The supervision exercised by the supervisor in accordance with Title III, Chapter I [1 also covers the activities]1 that credit institutions exercise through the establishment of [1 branches or the provision of services in other Member States]1 . The supervision referred to in the first paragraph leaves the supervision on a consolidated basis unaffected.

§ 2. In the exercise of his duties, the supervisor duly takes into account the consequences that his decisions, particularly in emergency situations, may have on the stability of the financial system of all other involved Member States, based on the information available at the relevant time.

(1) <Act of 20 July 2022 (2022-07-20/40), art. 333, 031; Entry into force: 06-10-2022>

Section III.

Exceptional measures

Art. 157
§ 1. [1
When the competent authorities of another Member State where a Belgian credit institution has established a branch or carries out activities as referred to in Article 4, in the context of the provision of services, inform the supervisor that the Belgian legal provisions established pursuant to Directive 2013/36/EU or Regulation No. 575/2013 are not complied with or that there is a significant risk of non-compliance, the supervisor takes all appropriate measures as soon as possible, in particular those referred to in Articles 234 to 236, or has them taken, to ensure that this irregular situation is remedied. The supervisor communicates these measures without delay to the competent authority of the host Member State.]

§ 2. If the supervisor withdraws the license of the credit institution exercising activities in another Member State through the establishment of a branch or the provision of services, he informs the competent authority of the host Member State thereof without delay.

§ 3. If the competent authority of the host Member State has taken precautionary measures in an emergency situation pending the supervisor taking appropriate measures or remedial measures, the latter may submit a measure against which he objects to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010 and request assistance.

(1) <Royal Decree of 25 April 2014 (2014-04-25/08), art. 397, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive>

Section IV.

Cooperation

Art. 158
[1
§ 1. In order to supervise the activities of credit institutions exercised in other Member States through a branch, the supervisor works closely with the competent authority of the host Member State. The supervisor provides the competent authority of the host Member State with all data concerning the governance and [2 the shareholding structure]2 of the credit institutions concerned that facilitate the supervision of these credit institutions and the examination of the conditions for granting a license to these credit institutions, as well as all data that facilitate the monitoring of these credit institutions, particularly in the areas of liquidity, solvency, deposit guarantee, limitation of large exposures, other factors that may influence the systemic risk they form, administrative and accounting organization, and internal control mechanisms.

§ 2. The supervisor immediately provides the competent authority of the host Member State with all information and findings regarding liquidity supervision carried out in accordance with Articles 412 to 414 of Regulation No. 575/2013, Articles 149, 151, 234, § 2 and Article 8 of Annex I to this Act, on the activities that a Belgian credit institution carries out through its branches, insofar as that information and findings are relevant for the protection of depositors or investors in the relevant host Member State.

§ 3. The supervisor immediately informs the competent authority of the host Member State if a [2 serious liquidity problem]2 occurs or if it is reasonably expected that a [2 serious liquidity problem]2 will occur. This notification also includes further details on the planning and implementation of a recovery plan and on all prudential supervisory measures taken in that regard.

§ 4. At the request of the competent authority of the host Member State, the supervisor communicates and explains how the information and findings communicated by the competent authority of the host Member State were taken into account. If the supervisor disagrees with the measures that must be taken by a competent authority of the host Member State to prevent further [2 shortcomings]2 in order to protect the interests of depositors, investors and other persons for whom services are provided or to safeguard the stability of the financial system, he may submit the matter to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010.

§ 5. The supervisor may also submit situations where a request for cooperation, in particular a request for the exchange of information, has been refused or not honored within a reasonable time to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010.]

(1) <Royal Decree of 25 April 2014 (2014-04-25/08), art. 398, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive> (2) <Act of 20 July 2022 (2022-07-20/40), art. 334, 031; Entry into force: 06-10-2022>

Section V.

Significant branches

Art. 159
If the competent authority of the host Member State requests the supervisor to designate a branch of a credit institution under Belgian law in another Member State as significant within the meaning of Article 51 of Directive 2013/36/EU, the supervisor shall do everything in his power to reach a joint decision with the competent authority of the host Member State and with the consolidating supervisor, if the supervisor himself does not have that capacity, regarding the designation of the branch as significant. The joint decisions, as referred to in the first paragraph, are put in writing with a full statement of reasons and are sent to the relevant competent authorities of the host Member States. If no joint decision is taken within two months after receipt of a request as referred to in the first paragraph, the supervisor shall recognize and apply the decision of the competent authority of the host Member State taken within an additional period of two months regarding the significant or non-significant nature of the branch.

Art. 160
§ 1. The supervisor sends the competent authorities of the host Member States where a significant branch is established the information referred to in Article 180, § 2, second paragraph, 3° and 4°, and carries out the tasks referred to in Article 172, § 1 in cooperation with those competent authorities.

§ 2. If the supervisor becomes aware of an emergency situation within the meaning of Article 36/14, § 1, 1°, second paragraph of the Act of 22 February 1998, he immediately warns the authorities referred to in that same article.

§ 3. The supervisor communicates to the competent authorities of the Member States where significant branches are established the results of the risk assessments of institutions with such branches referred to in Article 142 and, where applicable, in Article 174, § 2. He also communicates the decisions under Articles 146, 149, 150, 151 and 234, insofar as those assessments and decisions are relevant for those branches.

§ 4. If this is relevant for the liquidity risks in the currency of the relevant Member State, the supervisor consults the competent authorities of the Member States where significant branches are established on the operational measures required under Article 57, § 5.

Art.

161
.§ 1. If no college of competent authorities as referred to in Article 178 has been established, the supervisor shall establish a college of competent authorities presided over by him for a credit institution with significant branches in other Member States [1 to facilitate cooperation under Articles 158 and 160]1. After consulting the competent authorities of the host Member States concerned, the supervisor shall lay down in writing the arrangements for the establishment and functioning of the college. The supervisor decides which competent authorities of the host Member States participate in a meeting or activity of the college. § 2. In his decision regarding participation in the college, the supervisor takes into account the relevance of the supervisory activities to be planned or coordinated for the competent authorities concerned and in particular the consequences that this decision may have for the stability of the financial system in the Member States concerned [1 as referred to in Article 134, § 2 and Article 156, § 2 as well as the obligations referred to in Article 160]1. § 3. The supervisor informs all members of the college fully in advance about the holding of meetings, the main agenda items and the activities to be considered. He also informs all members of the college fully and promptly about the measures taken during these meetings or about the actions taken to implement them.

(
1
)<KB
2014-04-25/08
, art. 399, 002; Inwerkingtreding : onbepaald , treedt in werking op de datum van inwerkingtreding van de artikelen 40, 41, 43, 49, 50 en 51 van Richtlijn 2013/36/EU overeenkomstig artikel 151 van die richtlijn>

Afdeling VI.

Controle ter plaatse

Art.

162
. § 1. The supervisor may, at credit institutions operating in another Member State through a branch, after prior notice to the competent authority of the host Member State, if necessary with the involvement of an expert appointed by him, check on the spot the information referred to in Article 158 and inspect such branches. § 2. The supervisor may also use one of the other procedures referred to in Article 214 for the inspection of the branches. § 3. In drawing up his program for prudential supervision as referred to in Article 141, the supervisor duly takes into account the information and findings he has obtained from the competent authority of the host Member State, and also pays attention to the stability of the financial system of the Member States where branches of the credit institution concerned are located. § 4. The on-site checks and inspections of branches by the supervisor take place in accordance with the law of the Member State where the check or inspection takes place.

Afdeling VII.

Situaties waarin een Belgische kredietinstelling een bijkantoor heeft gevestigd in een deelnemende lidstaat

Art.

163
. For the tasks entrusted to the European Central Bank pursuant to Article 4 of the SSM Regulation, in cases where it is the supervisor of a credit institution that has established one or more branches on the territory of one or more participating Member States, the provisions concerning cooperation and exchange of information between competent authorities do not apply when the European Central Bank is the only competent authority involved.

HOOFDSTUK IV.

Groepstoezicht

Afdeling I.

Definities

Art.

164
.§ 1. [3 Without prejudice to the definitions contained in Article 3 of this Act, for the purposes of this Chapter, of Articles 95 and 96 and of Annex IV to this Act, as well as of the implementing decisions and regulations thereof, understand:]3 1° [3 ...]3 2° financial conglomerate: [3 a group within the meaning of paragraph 4, or a subgroup]3 of which at least one of the subsidiaries is a regulated undertaking and which meets the following conditions:
a) when a regulated undertaking stands at the head of the group or subgroup:
i) this undertaking is a parent undertaking of an undertaking in the financial sector, an undertaking holding a participation in an undertaking in the financial sector, or an undertaking associated with an undertaking in the financial sector in the form of a consortium; ii) at least one of the entities in the group or subgroup is an undertaking from the insurance sector and at least one of the entities in the group is an undertaking from the banking sector or the investment services sector, and iii) the consolidated and/or aggregated activities of the entities belonging to the group or subgroup from the insurance sector and of the entities from the banking sector and the investment services sector are significant within the meaning of Article 186, § 3 of this Act; or b) when no regulated undertaking stands at the head of the group or subgroup:
i) the activities of the group or subgroup take place mainly in the financial sector within the meaning of Article 186, § 2; ii) at least one of the entities in the group or subgroup is an undertaking from the insurance sector and at least one of the entities in the group or subgroup is an undertaking from the banking sector or the investment services sector, and iii) the consolidated and/or aggregated activities of the entities belonging to the group or subgroup from the insurance sector and of the entities from the banking sector and the investment services sector are significant within the meaning of Article 186, § 3; 3° the financial sector: the sector consisting of one or more of the following undertakings:
a) a regulated undertaking that is a credit institution, a financial institution, an undertaking providing ancillary services; these undertakings belong to the same financial sector, which is called the "banking sector"; b) a regulated undertaking that is an insurance or reinsurance undertaking, an insurance holding; these undertakings belong to the same financial sector, which is called the "insurance sector"; c) [2 a regulated undertaking that is an investment firm, an undertaking providing ancillary services within the meaning of Article 2, 2° of the Act of 25 October 2016, a financial institution [3 ...]3; these undertakings belong to the same financial sector, which is called the "investment services sector"]2; 4° undertaking providing ancillary services: an undertaking whose main activity consists in owning or managing real estate, managing data processing services or any other similar activity that, relative to the main activity of one or more credit institutions, has the character of a supporting activity; [3 5° approved financial holding or mixed financial holding: a financial holding or mixed financial holding to which approval has been granted pursuant to Article 212/1 or in accordance with the legislation transposing Article 21bis, paragraph 1 of Directive 2013/36/EU into the law of the Member State under whose law the financial holding or mixed financial holding falls; 6° designated credit institution: a credit institution designated pursuant to Article 212/2, § 1, 3° or Article 212/7, § 1, second paragraph, 4° or in accordance with the legislation transposing Article 21bis, paragraph 4, point c) or paragraph 6, point d) of Directive 2013/36/EU into the law of the Member State under whose law the exempted or supervised financial holding or mixed financial holding falls; 7° designated financial holding or mixed financial holding: a financial holding or mixed financial holding designated pursuant to Article 212/2, § 1, 3° or Article 212/7, § 1, second paragraph, 4° or in accordance with the legislation transposing Article 21bis, paragraph 4, point c) or paragraph 6, point d) of Directive 2013/36/EU into the law of the Member State under whose law the exempted or supervised financial holding or mixed financial holding falls; 8° exempted financial holding or mixed financial holding: a financial holding or mixed financial holding that is exempted pursuant to Article 212/2 or in accordance with the legislation transposing Article 21bis, paragraph 4 of Directive 2013/36/EU into the law of the Member State under whose law the financial holding or mixed financial holding concerned falls.]3 § 2. [2 Without prejudice to Article 3 of this Act and paragraph 1 of this Article, for the purposes of [3 consolidated supervision]3 as included in Sections II and IV of this Chapter and the implementing decisions and regulations thereof, understand :
[3
1° mother credit institution in a Member State: a credit institution that is the overarching parent undertaking in a Member State, i.e., a credit institution that has a credit institution, a financial institution or an undertaking providing ancillary services as a subsidiary or that holds a participation in a credit institution, a financial institution or an undertaking providing ancillary services, and that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 2° Belgian mother credit institution: a credit institution that is the overarching parent undertaking in Belgium, i.e., a credit institution under Belgian law that has a credit institution, a financial institution or an undertaking providing ancillary services as a subsidiary or that holds a participation in a credit institution, a financial institution or an undertaking providing ancillary services, and that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 3° EEA mother credit institution: a credit institution that is the overarching parent undertaking in the EEA, i.e., a mother credit institution in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 4° Belgian EEA mother credit institution: a Belgian credit institution that is the overarching parent undertaking in the EEA, i.e., a Belgian mother credit institution that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 5° financial mother holding in a Member State: a financial holding that is the overarching parent undertaking in a Member State, i.e., a financial holding that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 6° Belgian financial mother holding: a financial holding that is the overarching parent undertaking in Belgium, i.e., a financial holding under Belgian law that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 7° financial EEA mother holding: a financial holding that is the overarching parent undertaking in the EEA, i.e., a financial mother holding in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 8° Belgian financial EEA
mother holding: a Belgian financial holding that is the overarching parent undertaking in the EEA, i.e., a Belgian financial mother holding that is not a subsidiary of a credit institution to which a license has been granted in another Member State, or of another financial holding or mixed financial holding falling under the law of another Member State; 9° mixed financial mother holding in a Member State: a mixed financial holding that is the overarching parent undertaking in a Member State, i.e., a mixed financial holding that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 10° Belgian mixed financial mother holding: a mixed financial holding that is the overarching parent undertaking in Belgium, i.e., a mixed financial holding under Belgian law that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 11° mixed financial EEA mother holding: a mixed financial holding that is the overarching parent undertaking in the EEA, i.e., a mixed financial mother holding in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State;] 3 ] 2 [3 12° Belgian mixed financial EEA mother holding: a Belgian mixed financial holding that is the overarching parent undertaking in the EEA, i.e., a Belgian mixed financial mother holding that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 13° mother investment firm in a Member State: an investment firm that is the overarching parent undertaking in a Member State, i.e., an investment firm that has a credit institution as a subsidiary and that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 14° EEA mother investment firm: an investment firm that is the overarching parent undertaking in the EEA, i.e., a mother investment firm in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State.]3 § 3. Without prejudice to Article 3 of this Act and paragraph 1 of this provision, for the purposes of supplementary consolidation supervision as included in Sections III and IV of this Chapter and the implementing decisions and regulations thereof, understand :
1° competent authorities: the national authorities of the Member States empowered by statutory or regulatory provisions to exercise supervision on regulated undertakings, either on an individual basis or on a group-wide basis; 2° relevant competent authorities:
a) the competent authorities responsible for [3 sectoral consolidated supervision]3 on regulated undertakings forming part of a financial conglomerate, and in particular on the parent undertaking heading a sector; b) the coordinator, if this does not belong to the authorities referred to in a); c) other competent authorities concerned, which, in the opinion of the authorities referred to in a) and b), are relevant. Until the entry into force of technical regulatory standards to be adopted pursuant to Article 21bis, paragraph 1, point b) of Directive 2002/87/EC, the opinion referred to in point c) shall in particular take into account the market share held by the regulated undertakings of the financial conglomerate in other Member States, especially if this exceeds 5%, and the importance of each regulated undertaking of the financial conglomerate established in another Member State. 3° coordinator: the competent authority responsible for exercising supplementary consolidation supervision; 4° the European Committee for Financial Conglomerates: the Committee established by Article 21 of Directive 2002/87/EC; 5° Mixed Committee: the committee referred to in Article 54 of respectively Regulation No. 1093/2010, Regulation (EU) No. 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EG, and Regulation (EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EG; 6° [3 ...]3 7° sectoral legislation: this Act [1 , the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings,]1 [2 the Act of 25 October 2016, the Act of 19 April 2014 concerning alternative investment funds and their managers,]2 [1 ...]1 the Act of 3 August 2012 [3 concerning collective investment institutions meeting the conditions of Directive 2009/65/EC and debt claim investment institutions]3 , as well as the implementing decisions and regulations of these Acts, excluding the provisions concerning supplementary consolidation supervision on regulated undertakings in a financial conglomerate; the comparable national legislations and supervisory practices in other countries; 8° Directive 2002/87/EC: Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and Directives 98/78/EC and 2000/12/EC of the European Parliament and of the Council; 9° intragroup transactions: transactions carried out directly or
indirectly, with or without payment, between regulated undertakings and other undertakings in a financial conglomerate or with natural or legal persons closely connected to those undertakings, and which relate or do not relate to the execution of a contractual obligation; 10° risk concentration: the totality of positions taken by undertakings in a financial conglomerate, which could potentially lead to loss and are large enough to endanger the financial position in general and solvency in particular of the regulated undertakings in the financial conglomerate, and which result from counterparty/credit risk, investment risk, insurance risk, market risks, any other major risks, or a combination or interaction of these risks. [3 § 4. By way of derogation from Article 3 of this Act, for the purposes of supplementary consolidation supervision as included in Sections III and IV of this Chapter and the implementing decisions and regulations thereof, "group" means the whole of the undertakings formed by a parent undertaking, its subsidiaries, the undertakings in which the parent undertaking or its subsidiaries hold a direct or indirect participation, as well as the undertakings forming a consortium with these latter undertakings and the undertakings controlled by these latter undertakings or in which these latter undertakings hold a participation.]3

(
1
)<W
2016-03-13/07
, art. 737, 006; Inwerkingtreding : 23-03-2016; zie ook art. 756> ( 2 )<W 2016-10-25/05 , art. 29, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2021-07-11/08 , art. 86, 027; Inwerkingtreding : 23-07-2021>

Afdeling II.
[1 - Toezicht op geconsolideerde basis op kredietinstellingen]1

(
1
)<W
2021-07-11/08
, art. 87, 027; Inwerkingtreding : 23-07-2021>

Onderafdeling I.

Toepassingsgebied

Art.

165
.[1
§ 1. To the extent and in the manner determined by Sections II and IV of this Chapter and the implementing decisions and regulations thereof, credit institutions under Belgian law:
1° that are Belgian mother credit institutions, are subject to supervision on the basis of their consolidated position; 2° with a parent undertaking being a mother credit institution in a Member State, a financial mother holding in a Member State or a mixed financial mother holding in a Member State, are subject to supervision on the basis of the consolidated position of the mother credit institution, the financial mother holding or the mixed financial mother holding. Points 1° and 2° apply cumulatively when the respective conditions for their application are met. § 2. To the extent and in the manner determined by Sections II and IV of this Chapter and the implementing decisions and regulations thereof, financial holdings and mixed financial holdings under Belgian law:
1° that are Belgian financial mother holdings or mixed financial mother holdings, are subject to supervision on the basis of their consolidated position; 2° with a parent undertaking being a mother credit institution in a Member State, a financial mother holding in a Member State or a mixed financial mother holding in a Member State, are subject to supervision on the basis of the consolidated position of the mother credit institution, the financial mother holding or the mixed financial mother holding. Points 1° and 2° apply cumulatively when the respective conditions for their application are met.]1

(
1
)<W
2021-07-11/08
, art. 88, 027; Inwerkingtreding : 23-07-2021>

Art.

166
.Without prejudice to Articles 167 to 169, the levels of [2 consolidated supervision]2, their relationship with the supervision of individual credit institutions, the subject matter and scope of [2 consolidated supervision]2 are laid down in Part 1, Title II, Chapter 2 of Regulation No. 575/2013 [1 ...]1.

(
1
)<W
2016-10-25/05
, art. 30, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2021-07-11/08 , art. 89, 027; Inwerkingtreding : 23-07-2021>

Art.

167
.§ 1. Belgian parent credit institutions [2, designated credit institutions, approved or designated financial holdings and mixed financial holdings under Belgian law,]2 comply on a consolidated basis with the obligations set out in Article 94 to the extent and in the manner specified in Part 1, Title II, Chapter 2, Sections 2 and 3 of Regulation No. 575/2013. § 2. [2...] § 3. [2Credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law, which are subsidiaries, apply the requirements of Article 94 on a sub-consolidated basis if these credit institutions themselves, or their parent undertaking, if it is a financial holding or mixed financial parent holding under Belgian law, have a credit institution or a financial institution as a subsidiary in a third country or have a participation in such an undertaking.]2

(
1
)<W
2016-10-25/05
, art. 31, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2021-07-11/08 , art. 90, 027; Inwerkingtreding : 23-07-2021>

Art.

168
.[1§ 1. Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law must comply on a consolidated or sub-consolidated basis with Articles 21, 27 to 42, 56 to 59 and 63 to 71, so that the arrangements, procedures and mechanisms required by these provisions are coherent and well integrated, the influence of the undertakings included in the consolidated position on other undertakings can be assessed and all data and information relevant for supervision can be obtained. They also apply those arrangements, procedures and mechanisms in their subsidiaries not falling under this law, including branches in offshore financial centres. These arrangements, processes and mechanisms must also be coherent and well integrated, and these subsidiaries must also be able to provide the data and information relevant for supervision. Subsidiaries of the group or sub-group that are themselves not subject to this law or to the legislation transposing Directive 2013/36/EU into the law of the Member State under which they fall, comply with the sector-specific requirements applicable to them on an individual basis. The obligations of paragraph 1 also apply on a sub-consolidated basis in the situations referred to in Article 11, paragraph 6 of Regulation No. 575/2013 or in Article 167, § 2. § 2. The obligations arising for subsidiaries from third countries from the articles referred to in paragraph 1, first sentence, are not applicable if the Belgian EEA parent credit institution, the designated credit institution under Belgian law, the approved or designated financial holding or mixed financial holding under Belgian law can demonstrate to the supervisor that their application is unlawful under the laws of that country. § 3. The Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law referred to in paragraph 1, publish annually a description of their legal structure and of the arrangement for the organisation of business applicable at consolidated or, where appropriate, sub-consolidated level, including the information referred to in Article 18 and in paragraph 1 of this article, either by full disclosure or by reference to already published equivalent information.]1

(
1
)<W
2021-07-11/08
, art. 91, 027; Inwerkingtreding : 23-07-2021>

Art.

168/1
. [1§ 1. In derogation of Article 168, § 1, Articles 27, first sentence, 3° and 67 to 70, including Annex II, are not applicable on a consolidated basis to the subsidiaries within the group that:
1° fall under the law of another Member State and are subject to specific remuneration requirements in accordance with European legislation other than Directive 2013/36/EU; 2° fall under the law of a third country and would, if they fell under the law of a Member State, be subject to specific remuneration requirements in accordance with European legislation other than Directive 2013/36/EU. § 2. In derogation of paragraph 1, and to prevent the circumvention of statutory provisions on remuneration policy, Articles 27, first sentence, 3° and 67 to 70, including Annex II, apply to staff of subsidiaries that are not individually subject to Directive 2013/36/EU if:
1° the subsidiary is an asset manager within the meaning of Article 4, paragraph 1, point 19 of Regulation No. 575/2013 or an undertaking providing investment services and activities as referred to in Article 2, 1°, points 2, 3, 4, 6 and 7 of the Act of 25 October 2016; and 2° the staff are authorised to carry out professional activities that directly and materially influence the risk profile or the business activities of the credit institutions within the group, on an individual or consolidated basis. § 3. In derogation of paragraph 1, the subsidiaries mentioned herein are subject on a consolidated basis to the provisions of Section VI of Annex II in accordance with Article 168, § 1 when the exceptional public support referred to in Article 71 was obtained.]1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 92, 027; Inwerkingtreding : 23-07-2021>

Art.

169
.[1When the supervisor is responsible for consolidated supervision, he applies to credit institutions under Belgian law and to approved or designated financial holdings and mixed financial holdings under Belgian law the assessment and evaluation procedure referred to in Articles 142 to 148 and the prudential measures referred to in Articles 149 to 152 and 234 to 236, in accordance with the extent of application of the requirements of the said Regulation established in Part 1, Title II, Chapter II of Regulation No. 575/2013 and the extent and manner of application of the requirements concerning the process for the internal assessment of capital adequacy and the arrangements, processes and mechanisms of credit institutions established in Articles 167 and 168. For the exercise of the consolidated supervision referred to in the first paragraph, the institutions concerned must comply on a consolidated and/or, where appropriate, sub-consolidated basis with Article 106, § 2, provided that the information referred to therein must be drawn up using the booking and valuation rules determined in the Royal Decree taken in implementation of Article 106, § 1, 2°, or, where appropriate, in accordance with equivalent rules of foreign law.]1

(
1
)<W
2023-12-20/08
, art. 40, 033; Inwerkingtreding : 25-01-2024>

Art.

170
.[1§ 1. Without prejudice to the application of Article 49 of Regulation No. 575/2013, any provision of this Section applicable on the basis of the consolidated position of the financial holding under Belgian law is also applicable at the level of a mixed financial holding under Belgian law insofar as:
1° the banking sector is the main sector within the financial conglomerate; 2° at least one of the subsidiaries is a credit institution; 3° the competent authority responsible for consolidated supervision also exercises consolidated supervision and supplementary conglomerate supervision. For the purposes of the first paragraph, the size of the banking sector is measured in accordance with Article 186, § 3. For the purposes of this paragraph, the competent authority concerned, in its capacity as consolidating supervisor, obtains the agreement of the competent authorities responsible for supervising the subsidiaries and of the group supervisor in the insurance sector. § 1/1. Without prejudice to the application of paragraph 2, if a credit institution under Belgian law heading a financial conglomerate or a mixed financial holding under Belgian law is subject to equivalent provisions of this Chapter which relate on the one hand to consolidated supervision and on the other hand to supplementary conglomerate supervision, and in particular if these provisions relate to risk-based supervision, the competent authority responsible for consolidated supervision may decide to apply to this credit institution or mixed financial holding only the relevant provisions relating to supplementary conglomerate supervision. § 2. When a credit institution is part of a financial conglomerate in which the banking sector is the main sector and the competent authority responsible for consolidated supervision also exercises supplementary conglomerate supervision, it may decide, after consulting the competent authorities concerned, that the following measures apply:
1° with regard to the obligations and powers concerning risk-based supervision, as set out in Articles 167 to 169, or parts thereof, by way of derogation, the group as defined in Article 164, § 4 and which forms the financial conglomerate, shall be taken into account as the relevant scope for consolidated supervision; 2° for compliance with Articles 191 to 194, the group risks arising from intra-group transactions and risk concentration within the financial conglomerate are treated as an additional risk category for the application of Annex I. These risks are treated sufficiently specifically, taking into account the guidelines or standards issued by the European supervisory authorities and the quantitative or qualitative measures referred to in the aforementioned articles; 3° for compliance with Article 195, the stress tests referred to may be integrated at the level of the financial conglomerate into the stress tests required on the basis of Article 148. § 3. The practical arrangements for the application of paragraph 2 are recorded in writing in a coordination arrangement with the relevant competent authorities within the meaning of Article 164, § 3 within the college in the composition required on the basis of Article 199. § 4. The competent authority responsible for consolidated supervision informs the EBA and the European Insurance and Occupational Pensions Authority of the agreement obtained under paragraph 1, third sentence, the decision taken under paragraph 1/1 and the coordination arrangement adopted under § 3.]1

(
1
)<W
2021-07-11/08
, art. 94, 027; Inwerkingtreding : 23-07-2021>

Onderafdeling II.
[1

Measures to facilitate consolidated supervision]
1

(
1
)<W
2021-07-11/08
, art. 95, 027; Inwerkingtreding : 23-07-2021>

Art.

171
.[1§ 1. Consolidated supervision on a credit institution under Belgian law, as referred to in Article 165, § 1, is exercised as follows:
1° if it is a Belgian parent credit institution or a Belgian EEA parent credit institution, by the supervisor; 2° if its parent undertaking is a parent credit institution in a Member State and/or an EEA parent credit institution, by the competent authority of the parent credit institution in that Member State and, where appropriate, by the competent authority of the EEA parent credit institution; 3° if its parent undertaking is a parent investment firm in a Member State or an EEA parent investment firm, which has no other subsidiary credit institutions in the EEA, by the supervisor; 4° if its parent undertaking is a parent investment firm in a Member State or an EEA parent investment firm, which has several subsidiary credit institutions in the EEA, by the competent authority of the credit institution with the highest total assets; 5° if its parent undertaking is a financial parent holding in a Member State, a mixed financial parent holding in a Member State, a financial EEA parent holding or a mixed financial EEA parent holding, which has no other subsidiary credit institutions in the EEA, by the supervisor; 6° if its parent undertaking is a financial parent holding in a Member State, a mixed financial parent holding in a Member State, a financial EEA parent holding or a mixed financial EEA parent holding, which has several subsidiary credit institutions in the EEA, by the competent authority of the credit institution with the highest total assets; Points 1° and 2° are cumulatively applicable when the respective conditions for their application are met. § 2. Without prejudice to paragraph 1, 3°, 4°, 5° and 6°, when the Belgian credit institution falls under consolidated supervision on the basis of Article 18, paragraphs 3 and 6 of Regulation No. 575/2013, consolidated supervision is exercised:
1° by the supervisor if the group does not include any other credit institutions in the EEA; 2° by the competent supervisor of the credit institution with the highest total assets if the group includes several credit institutions in the EEA. § 3. If a competent authority exercises individual supervision on more than one credit institution within a group, in derogation of paragraph 1, 4° and 6°, and paragraph 2, the consolidating supervisor is the competent authority that exercises individual supervision on one or more credit institutions within the group, if the sum of the total assets of those credit institutions is higher than that of the credit institutions on which individual supervision is exercised by another competent authority. § 4. In special cases, the supervisor and the competent authorities concerned may agree, with a view to the efficient organisation of consolidated supervision, to disregard the criteria in paragraphs 1 and 2 and appoint another competent authority to exercise consolidated supervision if the application of those criteria would not be appropriate, taking into account the credit institutions and investment firms concerned and the relative importance of their activities in the Member States concerned. In such cases, the EEA parent credit institution, the financial EEA holding or mixed financial EEA holding concerned, or the credit institution with the highest total assets, as the case may be, has the right to be heard before the competent authorities take the decision. For the purposes of the first paragraph, the supervisor concludes agreements with the competent authorities concerned, where appropriate in accordance with Article 36/16, § 2 of the Act of 22 February 1998. If the supervisor has concluded agreements in application of this paragraph, he informs the European Commission and the EBA thereof without delay. When the supervisor is responsible for consolidated supervision, he informs the financial holdings or mixed financial holdings concerned or the credit institution with the highest total assets of the group thereof. This paragraph is not applicable in the cases referred to in paragraph 1, 5° when the group to which the credit institution concerned belongs has no subsidiary investment firms in the EEA.]1

(
1
)<W
2021-07-11/08
, art. 96, 027; Inwerkingtreding : 23-07-2021>

Art.

171/1
. [1When a competent authority of another Member State is responsible for consolidated supervision on a credit institution, a financial holding or mixed financial holding under Belgian law in accordance with Article 111 of Directive 2013/36/EU, that authority may, at its discretion, make use of all legal instruments and prerogatives provided for by this law, in particular Articles 212/7, 234, and 236, under the conditions of application established therein.]1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 97, 027; Inwerkingtreding : 23-07-2021>

Art.

172
.§ 1. Without prejudice to the other powers and tasks assigned to him by or under this law and by Regulation No. 575/2013, the supervisor, in his capacity as consolidating supervisor, assumes the following tasks:
1° the coordination of the collection and dissemination of information that is relevant or essential in the context of his supervision, in normal business conditions and in emergency situations; 2° the planning and coordination, in cooperation with the competent authorities concerned, of supervisory activities in normal business conditions, including the activities referred to in this Section and Section IV of this Chapter, insofar as these activities, with regard to Section IV, relate to [1 consolidated supervision] 1 ; 3° the planning and coordination of supervisory activities, in cooperation with the competent authorities concerned and, where necessary, with the central banks of the European System of Central Banks, in preparation for and in emergency situations, including unfavourable developments in credit institutions and on financial markets, if possible using existing communication channels to facilitate crisis management. The aforementioned planning and coordination also includes extraordinary measures, joint evaluations, the execution of disaster plans and communication with the public. § 2. If a competent authority concerned does not cooperate sufficiently with the supervisor, in his capacity as consolidating supervisor, to perform the tasks referred to in paragraph 1, the latter may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

(
1
)<W
2021-07-11/08
, art. 98, 027; Inwerkingtreding : 23-07-2021>

Art.

173
. If a competent authority of another Member State, in its capacity as consolidating supervisor, fails to perform the tasks referred to in Article 112 of Directive 2013/36/EU, the supervisor may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

Art.

174.
§ 1. In its capacity as consolidating supervisor, the supervisor shall use all efforts to reach a joint decision with the competent authorities of the Member States where the subsidiaries of a Belgian parent credit institution or a Belgian EU parent credit institution, a financial EU parent holding, or a mixed financial EU parent holding involved in the consolidated supervision exercised by it are established, and, where applicable, with the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established and which does not have a subsidiary in that Member State, regarding:
1° the application of Articles 94 and 142, to determine whether the consolidated own funds at consolidated level are sufficient for its financial situation and risk profile and how much own funds are necessary for the application of the first paragraph of Article 149 and Article 150/3, for each entity within the consolidated group and on a consolidated basis; 2° the measures to address significant matters and material findings related to liquidity supervision, including those related to the adequacy of the organization and the handling of risks, as required under Article 8 of Annex I and the need for institution-specific liquidity requirements under Article 151 of this Act; 3° the recommendations on additional own funds referred to in Article 150/5, § 3, second paragraph. The provisions of paragraph 1 apply mutatis mutandis when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4. § 2. The joint decisions referred to in paragraph 1 shall be taken:
1° for the application of paragraph 1, 1°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the consolidated risk assessment, in accordance with Articles 94, 142, 149 and 150; 2° for the application of paragraph 1, 2°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the assessment of the consolidated liquidity risk profile, in accordance with Article 151 and Article 8 of Annex I; 3° for the application of paragraph 1, 3°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the assessment of the group's risk profile, in accordance with Article 150/5. The joint decisions shall duly take into account the risk assessments carried out by the relevant competent authorities in accordance with Articles 73, 97, 104bis and 104ter of Directive 2013/36/EU regarding subsidiaries. In case of disagreement, the supervisor, in its capacity as consolidating supervisor, shall refer the matter to the EBA upon request of a relevant competent authority or on its own initiative. In that case, it shall take the EBA's opinion into account and, if it clearly deviates from this opinion, explain why. The joint decisions referred to in paragraph 1, 1° and 2°, shall be put in writing with full reasons. In its capacity as consolidating supervisor, the supervisor shall send this document to the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding. § 3. If the supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities do not reach a joint decision within the time limits referred to in paragraph 2, the following shall apply:
1° regarding the consolidated level, the decision on the application of the Articles referred to in points 1° to 3° of paragraph 1 shall be taken by the supervisor in its capacity as consolidating supervisor after it has duly taken into account the risk assessments of the subsidiaries carried out by the relevant competent authorities. If any of these relevant competent authorities has referred the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within one of the time limits referred to in paragraph 2, the supervisor, in its capacity as consolidating supervisor, shall defer its decision pending any decision taken by the EBA. It shall take its decision in accordance with the EBA's decision; 2° regarding the individual or sub-consolidated level, the supervisor, in its capacity as consolidating supervisor, shall formulate its opinions and reservations before the competent authorities responsible for the supervision of the subsidiaries of the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding take their decision on the application of the Articles referred to in points 1° to 3° of paragraph 1 for those levels. In its capacity as consolidating supervisor, the supervisor may, until the end of the time limits referred to in paragraph 2 and as long as no joint decision has been taken, refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. In its capacity as consolidating supervisor, the supervisor shall attach decisions taken at the individual or sub-consolidated level to the decision at consolidated level and shall send the full document to all relevant competent authorities and to the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding. § 4. Without prejudice to Article 176, 2°, the decisions concerning the application of Articles 149, first paragraph, 150/3, 150/5 and 151 may be updated in exceptional cases if a competent authority responsible for the supervision of a subsidiary of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding addresses a written request, with full reasons, to the supervisor in its capacity as consolidating supervisor. The update may be carried out on a bilateral basis between the supervisor, in its capacity as consolidating supervisor, and the relevant competent authority.

(1)<W 2021-07-11/08, art. 99, 027; Entry into force: 23-07-2021>

Art. 175.
§ 1. [When it is not designated as consolidating supervisor pursuant to Article 171, the supervisor shall use all efforts to reach a joint decision with the consolidating supervisor regarding the applications and measures referred to in Article 174, § 1.] 1 The supervisor shall forward to the consolidating supervisor the risk assessment drawn up pursuant to Articles 94 and 142 for the subsidiary referred to in the first paragraph. In case of disagreement, it may request the consolidating supervisor to refer the matter to the EBA. [The supervisors shall take the EBA's opinion into account and, if they clearly deviate from this opinion, explain why.] 1 § 2. In the absence of a joint decision as referred to in paragraph 1, the following shall apply:
1° in its capacity referred to in paragraph 1, the supervisor shall take the decision on the application of the provisions mentioned in Article 174, § 1 on an individual or sub-consolidated basis for the subsidiaries for which it is the competent authority. It shall duly take into account the opinions and reservations expressed by the consolidating supervisor and shall defer its decision if the consolidating supervisor or another competent authority has referred the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. In that case, it shall take its decision in accordance with the EBA's decision. 2° In its capacity referred to in paragraph 1, the supervisor shall forward to the consolidating supervisor its opinions and reservations regarding the decision that the consolidating supervisor will take on the application of the provisions referred to in Article 174, § 1 for the consolidated level. The supervisor may, until the end of the time limits referred to in Article 174, § 2 and as long as no joint decision has been taken, refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. § 3. [Without prejudice to Article 176, 2°, the supervisor, in its capacity referred to in paragraph 1, may in exceptional cases request that the decisions on the application of Articles 149, first paragraph, 150/3, 150/5 and 151 be updated. It shall address a written request, with full reasons, to the consolidating supervisor for this purpose.] 1 The update may be carried out on a bilateral basis between the supervisor and the consolidating supervisor.

(1)<W 2021-07-11/08, art. 100, 027; Entry into force: 23-07-2021>

Art. 176.
The joint decisions and the decisions taken in the absence of a joint decision, as referred to in Articles 174 and 175:
1° are recognized by the supervisor as final and, where applicable, applied within Belgium; 2° are updated annually.

Art. 177.
To facilitate and establish effective supervision, the supervisor, in its capacity as consolidating supervisor, concludes the necessary written coordination and cooperation agreements with the relevant competent authorities. These may provide that the supervisor, in its capacity as consolidating supervisor, is assigned additional tasks, and the procedures for decision-making and cooperation with the relevant competent authorities may be established. [1 In particular, when the supervisor, in its capacity as consolidating supervisor, is not the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established, the coordination and cooperation agreements referred to in the first paragraph shall be concluded with the competent authority of the Member State where the approved or designated financial holding or mixed financial holding is established.] 1

(1)<W 2021-07-11/08, art. 101, 027; Entry into force: 23-07-2021>

Art. 178.
§ 1. In its capacity as consolidating supervisor, the supervisor establishes colleges of competent authorities to [2 facilitate consolidated supervision]2 and, more specifically, the exercise of the tasks referred to in Articles 172 to 176 of this Act and in Article 114 of Directive 2013/36/EU, and ensures, if necessary, appropriate coordination and cooperation with the competent authorities of third countries. The EBA shall be considered a competent authority for the application of this provision. Within the colleges of competent authorities, the supervisor, in its capacity as consolidating supervisor, together with the relevant competent authorities, performs the following tasks:
1° they exchange information among themselves and, in accordance with Article 21 of Regulation No. 1093/2010, with the EBA; 2° they reach agreement, where applicable, on the allocation of tasks and transfer of responsibilities on a voluntary basis; 3° they establish programs for prudential supervision as referred to in Article 99 of Directive 2013/36/EU based on a risk assessment of the group carried out in accordance with Article 97 of Directive 2013/36/EU; 4° they increase the efficiency of supervision by avoiding unnecessary duplication of supervisory requirements, which may occur, inter alia, in the context of information requests as referred to in Article 114 and Article 117, paragraph 3 of Directive 2013/36/EU; 5° they consistently apply the prudential requirements of Directive 2013/36/EU and Regulation No. 575/2013 to all entities in a group of credit institutions; 6° they take into account, in the application of Article 172, § 1, 3° of this Act, the work of other forums that may have been set up in this area. [2 § 1/1. To facilitate the tasks referred to in Articles 172, § 1 and 177, § 1, and in Article 36/14, § 1 of the Act of 22 February 1998, the supervisor, in its capacity as consolidating supervisor, shall establish colleges of competent authorities when the main boards of directors of all subsidiaries of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding are established in third countries, provided that the supervisory authorities of the relevant third countries are bound by confidentiality requirements equivalent to those of Chapter 1, Section II, of Directive 2013/36/EU and, where applicable, Articles 76 and 81 of Directive 2014/65/EU.] 2 § 2. The supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities participating in the colleges of competent authorities and the EBA shall work closely together. The establishment and operation of colleges shall not prejudice the rights and duties of the competent authorities under Directive 2013/36/EU [1 , Regulation No. 575/2013 and [2 Directive 2019/2034/EU]2 ]1 . § 3. After consulting the relevant competent authorities, the supervisor, in its capacity as consolidating supervisor, shall establish in the written agreements referred to in Article 177 the arrangements for the establishment and operation of the colleges. § 4. In its capacity as consolidating supervisor, the supervisor may invite the following authorities to participate in a college established by it:
1° [2 the competent authorities responsible for the supervision of subsidiaries of a Belgian parent credit institution or a Belgian EU parent credit institution or a financial EU parent holding or a mixed financial EU parent holding involved in the consolidated supervision exercised by it;]2 2° the competent authorities of a host Member State where significant branches are established within the meaning of Article 51 of Directive 2013/36/EU; 3° where applicable, central banks of the European System of Central Banks; 4° the authorities of third countries, insofar as the requirements, in particular regarding equivalence, resulting from the professional secrecy regime provided for in Directive 2013/36/EU [2 and in Directive 2019/2034/EU]2 are met; [2 5° the competent authorities of the Member State where an approved or designated financial holding or mixed financial holding is established that is involved in the consolidated supervision exercised by it. 6° the other relevant competent authorities when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4.] 2 § 5. In its capacity as consolidating supervisor, the supervisor chairs the meetings of the college and decides which competent authorities participate in a meeting or activity of the college. It informs all members of the college in advance fully about the holding of meetings, the main agenda items and the activities to be considered. It also informs all members of the college in good time about the measures taken during these meetings or about the actions taken to implement them. § 6. In its decision, the supervisor, in its capacity as consolidating supervisor pursuant to paragraph 5, shall take into account the relevance of the supervisory activity to be planned or coordinated for those authorities, and in particular the consequences that this decision may have for the stability of the financial system in the relevant Member States, as referred to in Article 134, § 2, as well as the obligations referred to in Article 160. § 7. In its capacity as consolidating supervisor, the supervisor shall inform the EBA of the activities of the college of competent authorities, including activities in emergency situations, and shall share with that authority all information relevant for the convergence of supervision. § 8. In case of disagreement between the supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities regarding the operation of the colleges of competent authorities, it may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

(1)<W 2016-10-25/05, art. 35, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 102, 027; Entry into force: 23-07-2021>

Art. 179.
[2
In its capacity as competent authority responsible for the supervision of subsidiaries under Belgian law of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding or in its capacity as competent authority of the Member State where a Belgian financial EU parent holding or mixed financial EU parent holding is established, the supervisor participates in the colleges of competent authorities established by the consolidating supervisor.] 2 In case of disagreement between the supervisor, in its capacity referred to in the first paragraph, and the consolidating supervisor or other relevant competent authorities regarding the operation of the supervisory colleges, it may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

(1)<W 2016-10-25/05, art. 36, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 103, 027; Entry into force: 23-07-2021>

Art. 180.
§ 1. [2
The supervisor shall cooperate closely with the competent authorities that have granted a license to the entities included in the consolidated supervision for the exercise of consolidated supervision. It may communicate or request confidential information to these competent authorities when it is of essential importance or relevant for the exercise of the supervisory tasks with which it or these competent authorities are entrusted under Directive 2013/36/EU, Regulation No. 575/2013 and Directive 2014/65/EU. To that end, they shall provide each other upon request with all relevant information and share essential information on their own initiative. In its capacity as consolidating supervisor, the supervisor shall provide the competent authorities responsible for the supervision of subsidiaries of a Belgian parent credit institution or Belgian EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding involved in the consolidated supervision exercised by it, and, where applicable, to the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established, which does not have a subsidiary in that Member State. When determining the amount of information to be sent, the importance of these subsidiaries in the financial system in those Member States shall be taken into account. The provisions of the first paragraph apply mutatis mutandis when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4.] 2 § 2. The information referred to in paragraph 1 shall be considered essential if it could significantly affect the assessment of the financial soundness of a credit institution [2 ...]2 or a financial institution. For the application of paragraph 1, the following shall be considered essential information:
1° the legal structure and the organizational arrangement of the group, including the policy structure, in accordance with Articles 22 and 168, § 1, which apply to all regulated entities, non-regulated entities, non-regulated subsidiaries, significant branches belonging to the group and parent undertakings, and the authorities competent for the regulated entities in the group; 2° the procedures for collecting information from the [1 entities forming part of the consolidated group]1 , as well as for testing this information; 3° adverse developments at [1 entities forming part of the consolidated group]1 , which could have serious adverse effects on the credit institutions [2 ...]2 in the group; 4° significant sanctions and extraordinary measures taken by the competent authorities in accordance with Directive 2013/36/EU, including the imposition of a specific own funds requirement or restrictions on the application of the advanced measurement approach for the calculation of own funds requirements pursuant to Article 312, paragraph 2, of Regulation No. 575/2013. § 3. [2 For the application of this Article, the supervisor, in its capacity as competent authority responsible for the supervision of subsidiaries under Belgian law of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding, or in its capacity as competent authority of the Member State where an approved or designated financial holding or mixed financial holding under Belgian law is established, shall, where possible, contact the consolidating supervisor if it needs information on the application of approaches and methodologies as described in Directive 2013/36/EU and in Regulation No. 575/2013, and this information is possibly already available to the consolidating supervisor.] 2 § 4. The supervisor may refer the following situations to the EBA:
1° a competent authority has not provided essential information; 2° a request for cooperation, in particular for the exchange of relevant information, has been rejected or not honored within a reasonable time.

(1)<W 2016-10-25/05, art. 37, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 104, 027; Entry into force: 23-07-2021>

Art.

181
The supervisor consults the other competent authorities involved in [supervision on a consolidated basis], before taking a decision on:
1° changes in the shareholding structure or the organizational or management structure of credit institutions in a group, which require approval or authorization by the competent authorities in accordance with the provisions of Directive 2013/36/EU; 2° significant sanctions and extraordinary measures taken by the competent authorities in accordance with Directive 2013/36/EU, including the imposition of a specific own-funds requirement or restrictions on the application of the advanced measurement approach for the calculation of own-funds requirements pursuant to Article 312(2) of Regulation No. 575/2013. The supervisor may, however, decide not to consult other competent authorities in emergency situations or if its decisions would thereby miss their objective. In such cases, it informs the other competent authorities thereof without delay after taking its decision. [In derogation from the second paragraph, the supervisor, in its capacity as the competent authority responsible for the supervision of subsidiaries under Belgian law of an EEA parent credit institution, an EEA parent financial holding, or an EEA parent mixed financial holding, or in its capacity as the competent authority of the Member State where an approved or designated financial holding or mixed financial holding under Belgian law is established, must always consult the consolidating supervisor if it is considering taking a decision as referred to in the first paragraph, 2°.]]

(1)<W 2016-10-25/05, art. 38, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 105, 027; Entry into force: 23-07-2021>

Art.
181/1
[The competent authorities, the financial intelligence units, and the authorities to whom the supervision of reporting entities as referred to in points 1) and 2) of Article 2(1) of Directive 2015/849/EU is entrusted with a view to compliance with that directive, work closely together within their respective competences and provide each other with information that is relevant for their respective tasks pursuant to Directive 2013/36/EU, Regulation No. 575/2013 and Directive 2015/849/EU, provided that such cooperation and information exchange does not infringe upon an ongoing investigation or an ongoing procedure in accordance with the criminal or administrative law of the Member State where the competent authority, the financial intelligence unit, or the authority to whom the supervision of the reporting entities as referred to in points 1) and 2) of Article 2(1) of Directive 2015/849/EU is entrusted is established.]

(1)<Inserted by W 2021-07-11/08, art. 106, 027; Entry into force: 23-07-2021>

Art.
182
[§ 1.]
If a credit institution, [ ... ] a financial holding, a mixed financial holding or a mixed holding under Belgian law is the parent undertaking of one or more undertakings that are insurance undertakings or other undertakings providing investment services for which a licensing system applies, the supervisor works closely with the authorities officially responsible for the supervision of the insurance undertakings or other undertakings providing investment services. Without prejudice to their respective competences, the supervisor may request or provide all information to these authorities that facilitates the fulfillment of their respective tasks and enables supervision of the activity and financial position of all undertakings subject to their supervision. [§ 2. When the supervisor, in its capacity as consolidating supervisor of a group with a mixed financial parent holding, differs from the coordinator designated pursuant to Article 10 of Directive 2002/87/EC, the supervisor, in its capacity as consolidating supervisor, and the coordinator cooperate for the application of this Act and Regulation No. 575/2013 on a consolidated basis. To enable effective cooperation, the supervisor, in its capacity as consolidating supervisor, concludes written coordination and cooperation agreements with the coordinator.]

(1)<W 2016-10-25/05, art. 39, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 107, 027; Entry into force: 23-07-2021>

Subsection III.

Other cases of application

Art.
183
§ 1. If a mixed holding has one or more subsidiaries that are credit institutions under Belgian law, the supervisor may request the data and information it deems appropriate for its supervision on an individual and consolidated basis of these credit institutions, either directly from the mixed holding or through the said subsidiaries. In the latter case, the mixed holding remains jointly with the reporting credit institution responsible for the accuracy and timely communication of the information provided. If the mixed holding referred to in the first paragraph is an undertaking under Belgian law, it must have an appropriate administrative and accounting organization and internal control, in order to ensure the accuracy and conformity with the applicable rules of the data and information to be provided. § 2. The supervisor may check the data and information provided pursuant to paragraph 1 on-site. If the mixed holding or one of its subsidiaries is established in a Member State other than Belgium, the on-site check of the information takes place in accordance with the procedure set out in Article 214. If that mixed holding or one of its subsidiaries is an insurance undertaking, the procedure of Article 182 may also be followed. When the mixed holding or one of its subsidiaries has its registered office outside the European Economic Area, the modalities for the implementation of the provisions of paragraph 1 are laid down in agreements between the supervisor and the relevant foreign competent authorities, where applicable in accordance with Article 36/16, § 2 of the Act of 22 February 1998. § 3. The supervisor may have the data and information provided pursuant to paragraph 1 verified for their accuracy and completeness:
1° when the reporting undertaking is a company under Belgian law, by the statutory auditor of that undertaking; 2° when the reporting undertaking has its registered office outside Belgium, by the statutory auditor of the credit institution under Belgian law that is a subsidiary of the mixed holding. With regard to the data and information originating from mixed holdings and their subsidiaries, the right referred to in Article 211 applies mutatis mutandis to the statutory auditors. § 4. The data and information referred to in paragraph 1 must enable the supervisor, in particular, to assess the following aspects: the solidity of the credit institutions under Belgian law, the influence of the mixed holding on the policy of these credit institutions, and the transactions between the credit institutions and the mixed holding and its subsidiaries, without prejudice to the provisions of Part 4 of Regulation No. 575/2013. § 5. The credit institutions referred to in paragraph 1 must have appropriate risk management processes and internal control mechanisms, including robust reporting and accounting systems, with a view to appropriate identification, measurement, monitoring and control of transactions with their mixed parent holding and its subsidiaries. They must also, in addition to the transactions referred to in Article 394 of Regulation No. 575/2013, report all other significant transactions with these entities. These procedures and significant transactions are checked by the supervisor. § 6. If the nature and size of the transactions referred to in paragraph 5 pose a threat to the financial position of the credit institution under Belgian law concerned, the supervisor takes appropriate measures. In doing so, it applies mutatis mutandis the principles underlying Articles 205 to 207 regarding compatibility with general company law. Without prejudice to any other measures, it may require that these transactions be discontinued.

Art.
183/1
[A credit institution under Belgian law that forms a consortium with one or more other undertakings is subject to [supervision on a consolidated basis] that applies to all undertakings of the consortium and their subsidiaries. The provisions applicable to the credit institutions as referred to in [Article 165, § 1, 2°] apply.]

(1)<Inserted by W 2016-03-13/07, art. 740, 006; Entry into force: 23-03-2016> (2)<W 2021-07-11/08, art. 108, 027; Entry into force: 23-07-2021> (3)<W 2022-07-20/40, art. 335, 031; Entry into force: 06-10-2022>

Art.
184
The provisions on cooperation and information exchange between the competent authorities of the different Member States for the application [of supervision on a consolidated basis] based on this Act and Regulation No. 575/2013 do not apply when the European Central Bank, pursuant to the SSM Regulation, is the only competent authority involved.

(1)<W 2021-07-11/08, art. 109, 027; Entry into force: 23-07-2021>

Section III.

Supplementary conglomeration supervision

Subsection I.

Scope

Art.
185
To the extent and in the manner determined in Sections III and IV of this Chapter and its implementing decisions and regulations, credit institutions under Belgian law are subject to supplementary conglomeration supervision:
1° which head a financial conglomerate; or
2° with a parent undertaking being a mixed financial holding with its registered office in a Member State.
If multiple regulated undertakings are subsidiaries of the mixed financial holding referred to in the first paragraph, 2°, the supplementary conglomeration supervision applies only to the credit institution under Belgian law to the extent that the supervisor, pursuant to Article 196, is competent for the supplementary conglomeration supervision.

Art.
186
§ 1. To determine whether a group is a financial conglomerate within the meaning of Article 164 § 1, 2°, the thresholds determined in the following paragraphs apply.
§ 2. The activities of a group are deemed to take place mainly in the financial sector within the meaning of Article 164 § 1, 2°, point b) i), if the ratio between the combined total assets of the undertakings belonging to the financial sector in the group and the combined total assets of all undertakings belonging to the group is greater than 40%. § 3. The activities of undertakings belonging to a group from the same financial sector are deemed significant within the meaning of Article 164, § 1, 2°, point a) iii) or point b) iii), if, 1° either the average of the following two ratios is greater than 10%: the ratio between the combined total assets of all undertakings in the group that belong to that same financial sector and the combined total assets of all undertakings belonging to the group from the financial sector, and the ratio between the combined solvency requirements of all undertakings in the group that belong to that same financial sector and the combined solvency requirements of all undertakings belonging to the group from the financial sector; 2° either the combined total assets of the undertakings belonging to the smallest financial sector in the group are greater than 6 billion euros; For the application of the first paragraph:
1° the banking sector and the investment services sector are combined and considered to belong to the same financial sector; 2° the smallest financial sector in a financial conglomerate is understood to be the financial sector with the smallest average and the most important financial sector in a financial conglomerate is the sector with the largest average. § 4. The relevant competent authorities may by mutual agreement decide not to consider a group as a financial conglomerate or may also decide not to apply the provisions of Articles 7, 8, 9 and 9bis of Directive 2002/87/EC, if they consider that bringing the group under the scope of supplementary conglomeration supervision or applying those provisions is unnecessary, or inappropriate or misleading in light of the objectives of supplementary conglomeration supervision, in the following cases:
1° if the group reaches the threshold referred to in paragraph 3, first paragraph, point 2°, but the average referred to in paragraph 3, first paragraph, 1° remains below 10%; 2° if the group reaches the average referred to in paragraph 3, first paragraph, 1°, but the smallest sector remains below the amount of 6 billion EUR referred to in paragraph 3, first paragraph, 2°. Decisions taken pursuant to the first paragraph are communicated to the other competent authorities, and they are, unless in extraordinary circumstances, made public by the competent authorities. § 5. For the application of paragraphs 2 to 4, the relevant competent authorities may jointly decide to:
1° exclude an undertaking from the calculation of the thresholds, for the same reason as they can be omitted for the calculation of supplementary solvency requirements pursuant to Article 190, § 2, second paragraph, unless the entity has moved from a Member State to a third country and there are indications that the entity has changed its location to evade regulation; 2° consider a group that no longer meets the thresholds of paragraphs 2 to 4, but which has met them for the previous three consecutive years, as a financial conglomerate in order to prevent a sudden change of supervisory regime, or to decide otherwise or to revise a previously taken decision due to lasting significant changes in the structure of the group; 3° exclude one or more participations in the smallest sector if these participations are decisive for the identification of a group as a financial conglomerate and are of negligible importance when combined given the objectives of supplementary conglomeration supervision. If a group is considered a financial conglomerate in accordance with paragraphs 2 to 4, the decisions referred to in the first paragraph of this paragraph are taken based on a proposal from the supervisor if it is the coordinator. § 6. For the application of paragraph 2 and paragraph 3, first paragraph, 1°, the relevant competent authorities may in exceptional cases by mutual agreement replace the combined total assets as a parameter with, or supplement it with, one or more of the following other parameters, if they consider that these other parameters provide a better representation of the business of the group in light of the objectives of supplementary conglomeration supervision; these other parameters are: the income structure, off-balance sheet activities of the group and total assets under management. The supervisor determines in its capacity as coordinator how these parameters are to be calculated. § 7. If a financial conglomerate subject to supplementary conglomeration supervision no longer meets one or more of the thresholds determined in paragraphs 2 to 4, the thresholds are replaced as follows for the following three years: 40% becomes 35%, 10% becomes 8% and 6 billion EUR becomes 5 billion EUR, to prevent sudden regime shifts. In derogation from the first paragraph, the supervisor, in its capacity as coordinator, may, with the consent of the other relevant competent authorities, decide not to apply or no longer apply these lower thresholds during the aforementioned three-year period, taking into account the objectives of supplementary conglomeration supervision. § 8. The calculations regarding the combined total assets referred to in this article are made based on the aggregated total assets of the undertakings belonging to the group, based on their most recent annual accounts, according to the rules determined by the supervisor, if it is the coordinator. Undertakings in which the group has participations are taken into account for the amount of
their total assets that corresponds to the aggregated proportional share of the group. If consolidated annual accounts are drawn up for a certain group or parts of the group, these are used for the calculations. The solvency requirements referred to in this article are calculated in accordance with the provisions of the sectoral regulation applicable to the relevant regulated undertakings. § 9. The competent authorities reassess annually the exemptions from the application of supplementary conglomeration supervision and evaluate the quantitative indicators provided for in this article, as well as the risk assessments of financial groups.

Art.
187
§ 1. The supervisor checks whether credit institutions that have obtained a business license in accordance with Belgian law are part of a financial conglomerate. To that end, the supervisor works closely with the competent authorities of other regulated undertakings belonging to that group that have obtained a business license in accordance with European law. If the supervisor is of the opinion that the group concerned is a financial conglomerate and is not already subject to supplementary conglomeration supervision, it communicates this to the other relevant competent authorities and to the Joint Committee. § 2. In its capacity as coordinator, the supervisor informs the parent undertaking of the group, or in the absence of a parent undertaking, the regulated undertaking with the largest total assets in the most important financial sector in the group, of the identification of the group as a financial conglomerate, as well as of its designation as coordinator. It also informs the competent authorities of other regulated undertakings belonging to the group that have obtained a business license in accordance with European law, the competent authorities of the country where the mixed financial holding has its head office, the Joint Committee, and, if it deems necessary in light of the objectives of supplementary conglomeration supervision, the authorities of third countries.

Art.
188
The credit institutions referred to in Article 185 comply with the requirements of Articles 191 to 195 at the level of the financial conglomerate. This scope of supplementary conglomeration supervision corresponds to all undertakings, whether regulated or unregulated, that are part of the group as defined in Article 164, § 3, starting from the credit institution at the head of the financial conglomerate or from the mixed financial holding with its registered office in the European Economic Area.

Art.
189
When a financial conglomerate itself is part of another financial conglomerate that is subject to supplementary conglomeration supervision, the supervisor, in its capacity as coordinator, may exempt the credit institutions referred to in Article 185 that are part of the sub-group entirely or partially from supplementary conglomeration supervision if its objectives are sufficiently achieved by the supplementary conglomeration supervision with respect to the other financial conglomerate.

Art.

190
. § 1. Without prejudice to the application of Article 49 of Regulation No. 575/2013, the credit institutions referred to in Article 185 are subject to supplementary solvency supervision at the group level. The supplementary supervision covers:
1° compliance with the requirement that equity is always available at the level of the financial conglomerate, which must be at least equal to the solvency requirements; the equity and solvency requirements at the level of the financial conglomerate are calculated according to one of the methods determined in Annex VI; 2° the appropriateness of the management procedures and internal control procedures regarding the solvency position of the group, as provided for in Article 194; 3° the appropriateness of equity strategies. The rules referred to in the first paragraph are checked by the supervisor, in his capacity as coordinator, in accordance with Subsection II. He ensures that the calculation referred to in the first paragraph is carried out at least once a year. The results of the calculation and the data required for the calculation are submitted to him by the credit institution, by the mixed financial holding, or by a regulated undertaking belonging to the financial conglomerate that the supervisor has designated after consulting with the other relevant competent authorities and with the financial conglomerate. § 2. In derogation from the scope of the supplementary conglomerate supervision determined in Article 188, for the purposes of paragraph 1, first paragraph, 1°, all undertakings in the group that belong to the financial sector are included in the supplementary solvency supervision. In derogation from the first paragraph, the supervisor, in his capacity as coordinator, may decide in the following cases to exclude a certain undertaking from the scope of the supplementary solvency supervision of paragraph 1, first paragraph, 1°:
1° if the undertaking is established in a third country where legal obstacles exist for the transmission of the necessary information, without prejudice to sectoral legislation concerning the obligation of the competent authorities to refuse authorization if the effective exercise of their supervisory tasks is hindered; 2° if the undertaking is of negligible significance in light of the purposes of the supplementary conglomerate supervision of regulated undertakings in a financial conglomerate; 3° if taking the undertaking into account would be inappropriate or misleading in light of the purposes of the supplementary conglomerate supervision. If, in the case referred to in the second paragraph, 2°, there is an intention not to take several undertakings into account in the calculation, they must nevertheless be taken into account if they are collectively of non-negligible significance. In the case referred to in the second paragraph, 3°, the supervisor, in his capacity as coordinator, must consult the other relevant competent authorities before taking a decision, unless in urgent cases.

Art.

191
. § 1. The credit institutions referred to in Article 185 are subject to supplementary supervision on risk concentration.
The supplementary supervision covers:
1° the identification and reporting of significant risk concentrations; 2° the appropriateness of the management procedures and internal control procedures regarding the risk concentration of the group, as provided for in Article 194. In particular, attention is paid during the supervision to the following aspects: the so-called contagion risk within the group, the presence of conflicts of interest, the circumvention of sectoral legislation, as well as the level and extent of the risk concentration. § 2. For the purposes of paragraph 1, second paragraph, 1°, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities and after consulting the financial conglomerate, sets the thresholds for identifying and reporting each significant risk concentration within the financial conglomerate. He sets the thresholds based on one or both of the following parameters: regulatory equity and technical provisions. If no thresholds are set, risk concentrations are considered significant if they are greater than 10% of the solvency requirement of the relevant financial conglomerate. § 3. Without prejudice to the provisions of paragraph 1, the supervisor, in his capacity as coordinator, may impose limit values or other equivalent supervisory measures to manage risk concentration at the level of a financial conglomerate. In order to prevent circumvention of the sectoral legislation on risk concentration, he may also decide, in accordance with Article 170, to apply the sectoral provisions on this matter by analogy at the level of the financial conglomerate. He consults the other relevant competent authorities beforehand.

Art.

192
. § 1. The credit institutions referred to in Article 185 are subject to supplementary supervision on intragroup transactions.
The supplementary supervision covers:
1° the identification and reporting of significant intragroup transactions; 2° the appropriateness of the management procedures and internal control procedures regarding intragroup transactions, as provided for in Article 194. In particular, attention is paid during the supervision to the following aspects: the so-called contagion risk within the group, the presence of conflicts of interest, the circumvention of sectoral legislation, as well as the level and extent of the intragroup transactions. § 2. For the purposes of paragraph 1, second paragraph, 1°, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities and after consulting the financial conglomerate, sets appropriate thresholds for identifying and reporting significant intragroup transactions. He sets the thresholds based on one or both of the following parameters: regulatory equity and technical provisions. If no thresholds are set, intragroup transactions are considered significant if they are greater than 5% of the solvency requirement of the relevant financial conglomerate. § 3. Without prejudice to the provisions of § 1, the supervisor, in his capacity as coordinator, may impose limit values or other equivalent supervisory measures to achieve the objectives of the supplementary conglomerate supervision regarding intragroup transactions. In order to prevent circumvention of the sectoral legislation on intragroup transactions, he may also decide, in accordance with Article 170, to apply the sectoral provisions on this matter by analogy at the level of the financial conglomerate. He consults the other relevant competent authorities beforehand.

Art.

193
. § 1. For the supplementary conglomerate supervision regulated in Articles 190 to 192, the following statements are submitted to the supervisor, in his capacity as coordinator, according to the modalities determined by him and at least twice a year:
1° an accounting statement relating to the financial position of the financial conglomerate, which consists at least of the balance sheet and the income statement; 2° a statement showing compliance with the standards determined by or pursuant to Article 190, § 1, first paragraph, 1°, Article 191, § 3, and Article 192, § 3, and a statement specifying the significant risk concentrations and significant intragroup transactions referred to in Article 191, § 1, second paragraph, 1°, and Article 192, § 1, second paragraph, 1°. To this end, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities, determines the categories of transactions, risks, and positions that must be reported for the monitoring of risk concentration and significant intragroup transactions; he may take into account the specific group and risk management structure of the relevant financial conglomerate. § 2. The statements referred to in paragraph 1 are reported by the credit institution, by the mixed financial holding, or by a regulated undertaking belonging to the financial conglomerate, which the supervisor has designated after consulting with the other relevant competent authorities and with the financial conglomerate.

Art.

194
.§ 1. The credit institutions referred to in Article 185 ensure that the financial conglomerate has appropriate risk management and internal control procedures and an appropriate administrative and accounting organization. In particular, these risk management and internal control procedures must be present at the consolidated and deconsolidated level at the parent companies referred to in Article 185, regardless of whether it is the credit institution or the mixed financial holding at the head of the financial conglomerate, and at all regulated undertakings that are part of the financial conglomerate, so that the risk management and internal control procedures are coherent and well integrated, the influence of the undertakings belonging to the group on the regulated undertakings can be assessed, and all data and information relevant for the supplementary conglomerate supervision can be obtained. These parent companies also apply these risk management and internal control procedures in their non-regulated subsidiaries. These risk management and internal control procedures are also coherent and well integrated, and these subsidiaries must also be able to provide the data and information relevant for supervision. § 2. The risk management procedures include:
1° appropriate governance and management, with approval and periodic evaluation of the strategy and policy by the competent bodies, regarding all major risks incurred at the level of the financial conglomerate; 2° an appropriate solvency policy, which anticipates in particular the future consequences for the group of the business strategy followed on the risk profile of the group and the solvency requirements referred to in Article 190; 3° appropriate procedures that ensure that the risk management and monitoring systems are sufficiently integrated into the organization of the group and that the systems used in the undertakings of the group are consistent with each other, so that risks are correctly identified, monitored, and managed at the level of the financial conglomerate; 4° [1 regularly updated arrangements to contribute to the realization and, where appropriate, the development of appropriate recovery and resolution mechanisms and plans.]1 1 § 3. The internal control procedures include:
1° appropriate procedures for monitoring solvency at the group level, so that all major risks are correctly identified and monitored and equity is sufficient in light of the risks taken; 2° the appropriateness of the procedures and systems for the identification, measurement, monitoring, and management of intragroup transactions and risk concentrations. § 4. The credit institutions have an appropriate accounting and administrative organization that guarantees the accuracy and conformity with the applicable rules of the data and information provided for the supplementary conglomerate supervision and the preparation of the annual accounts. The credit institutions ensure a transparent group structure. The credit institution, the mixed financial holding, or a regulated undertaking belonging to the financial conglomerate that the supervisor, in his capacity as coordinator, has designated after consulting with the other relevant competent authorities and with the financial conglomerate, shall do the following for this purpose:
1° they regularly provide the supervisor with details regarding their legal structure, their business organization arrangement, and their policy structure, which apply to all regulated undertakings, non-regulated subsidiaries, and significant branches; 2° they annually publish at the level of the financial conglomerate a description of the legal structure, the business organization arrangement, and the policy structure for the public and ensure that all regulated undertakings also make this information public, either by full disclosure or by reference to equivalent information.

(
1
)<W
2016-03-13/07
, art. 741, 006; Inwerkingtreding : 23-03-2016>

Art.

195
. In his capacity as coordinator, the supervisor evaluates at least annually the need for stress tests at the level of the financial conglomerate. He aligns his assessment with the stress tests organized for the largest financial sector represented in the financial conglomerate and consults with the other relevant competent authorities. For the application of these stress tests, the supervisor takes into account parameters that can identify specific risks associated with financial conglomerates. The supervisor communicates the results of the stress tests to the Joint Committee.

Subsection II.

Measures to facilitate supplementary conglomerate supervision

Art.

196
.§ 1. In order to ensure appropriate supplementary conglomerate supervision, a single coordinator is designated from among the competent authorities of the Member States concerned, including those of the Member State where the mixed financial holding has its head office, who is responsible for the coordination and exercise of the supplementary conglomerate supervision. § 2. The supplementary conglomerate supervision of the credit institutions referred to in Article 185, first paragraph, is exercised as follows:
1° by the supervisor in the case referred to in Article 185, first paragraph, 1°; 2° if a Belgian mixed financial holding stands at the head of the financial conglomerate, by the supervisor, without prejudice to points 3° to 7°; 3° if, alongside a Belgian credit institution, at least one other Belgian regulated undertaking has the same Belgian mixed financial holding at the head of the financial conglomerate, by [2 the competent authority responsible for] 2 the prudential supervision of the Belgian regulated undertaking with the largest total assets; 4° if the mixed financial holding at the head of the financial conglomerate has its registered office in a Member State other than Belgium and has a subsidiary in that Member State that is a regulated undertaking, by the competent authority [2 of that Member State] 2 ; 5° if the mixed financial holding at the head of the financial conglomerate has its registered office in a Member State other than Belgium and has at least two subsidiaries in that Member State that are regulated undertakings, each with a different competent authority, by the competent authority of the regulated undertaking in the main financial sector; 6° if several mixed financial holdings, with registered offices in different Member States, stand at the head of the financial conglomerate, and there is a regulated undertaking in each of these Member States, by the competent authority of the regulated undertaking with the highest total assets if the activities of these undertakings take place in the same financial sector, or by the competent authority of the regulated undertaking in the main financial sector; 7° if at least two regulated undertakings with registered offices in a Member State have the same mixed financial holding as their parent company and no authorization has been granted to any of these undertakings in the country where the mixed financial holding has its registered office, by the competent authority of the regulated undertaking with the highest total assets in the main financial sector. § 3. The supervisor and the other relevant competent authorities may agree in special cases in common consultation to derogate from the [1 paragraph 2] 1 competence rules determined, if their application, given the structure of the financial conglomerate and the relative importance of the business of the group in the different Member States, would not be appropriate, and assign the supplementary conglomerate supervision to another competent authority. They consult the financial conglomerate before taking a decision on this matter. [1 When the supervisor is designated as coordinator for the exercise of supplementary conglomerate supervision on a credit institution subject to the law of another Member State and whose parent company is a mixed financial holding under Belgian law, pursuant to Article 11, paragraph 3, of Directive 2002/87/EC, without a credit institution under Belgian law or another regulated undertaking under Belgian
law that is subject to the supervision of the supervisor on an individual basis being present in the group forming the financial conglomerate, the provisions applicable to the credit institutions referred to in Article 185, first paragraph, 2°, apply mutatis mutandis to the aforementioned holding, unless otherwise agreed in the agreement between the competent authorities referred to in Article 11, paragraph 3, of Directive 2002/87/EC.] 1

(
1
)<W
2016-03-13/07
, art. 743, 006; Inwerkingtreding : 23-03-2016> ( 2 )<W 2021-07-11/08 , art. 110, 027; Inwerkingtreding : 23-07-2021>

Art.

197
. § 1. The tasks of the supervisor, in his capacity as coordinator, include:
1° coordinating the collection and dissemination of relevant and essential information, in normal circumstances and in emergency situations, including the dissemination of information relevant for supervision by a competent authority under sectoral legislation; 2° supervising, including the evaluation of, the financial position of the financial conglomerate; 3° supervising compliance with the provisions of Articles 190 to 192 regarding solvency, risk concentration, and intragroup transactions, and with the reporting obligations referred to in Article 193; 4° supervising, including the evaluation of, the structure, organization, and internal control procedures of the financial conglomerate, as referred to in Article 194; 5° planning and coordinating supervisory activities, in normal circumstances and in emergency situations, in cooperation with the other relevant competent authorities; 6° taking measures and sanctions regarding the mixed financial holding; 7° other tasks, measures, and decisions assigned to him by or pursuant to the provisions of this Section and Section IV of this Chapter, insofar as these provisions, with regard to Section IV, relate to supplementary conglomerate supervision, and of Directive 2002/87/EC. § 2. The relevant competent authorities, where appropriate in consultation with other competent authorities, may agree to entrust the supervisor, in his capacity as coordinator, with other supervisory tasks, outside the tasks referred to in paragraph 1. § 3. When the supervisor acts as a competent authority, without being a coordinator, he works, without prejudice to the provisions of Section IV of this Chapter insofar as they relate to supplementary conglomerate supervision, with the other competent authorities and with the coordinator, for the purpose of carrying out the tasks referred to in Article 11 of Directive 2002/87/EC.

Art.

198
. § 1. Without prejudice to the cooperation agreements and coordination arrangements referred to in the other provisions of this Section, the supervisor, as coordinator, concludes with other competent authorities the agreements necessary for the realization of the supplementary conglomerate supervision as determined by this Section and Section IV of this Chapter. These agreements regulate, where necessary, the modalities of exercise of this supervision, including the modalities of cooperation and information exchange among competent authorities. In particular, they may regulate the procedures for decision-making among the relevant competent authorities. § 2. Without prejudice to the delegation of specific supervisory powers and responsibilities in accordance with sectoral legislation, the designation of the supervisor as coordinator does not detract from the tasks and responsibilities of the relevant competent authorities determined in the sectoral legislation.

Art.

199
. § 1. In his capacity as coordinator, the supervisor establishes a college for supplementary conglomerate supervision to give shape to the cooperation required under this Section and Section IV of this Chapter and the exercise of the tasks as coordinator and, subject to confidentiality requirements and Union legislation, the appropriate coordination and cooperation with the relevant supervisory authorities of third countries. § 2. When relevant competent authorities already participate in a college established pursuant to Article 116 of Directive 2013/36/EU or Article 248, paragraph 2, of Directive 2009/138/EC, the college at the level of the financial conglomerate will function within the college established for the main financial sector. The banking sector and the investment services sector are considered together for this purpose. The rules for the coordination referred to in paragraph 1 are set out separately in the written coordination arrangement established for the sectoral college. In his capacity as coordinator, the supervisor, as chairman of this sectoral college, decides which other competent authorities participate in a meeting or activity of that college.

Art.

200.
§ 1. The supervisor and the other competent authorities shall work closely together.
They shall exchange among themselves the confidential information that is useful for the exercise of supervision under the sectoral legislation and of supplementary conglomerate supervision.
§ 2. Without prejudice to their responsibilities as described in the sectoral legislation, the authorities referred to in paragraph 1, first paragraph, shall provide each other, regardless of whether they are established in the same Member State, with all information that is essential or relevant for the exercise of supervisory tasks under the sectoral legislation and Directive 2002/87/EC. In this regard, they shall share all relevant information upon request and provide all essential information on their own initiative. This cooperation concerns at least the collection and exchange of information regarding the following aspects:
1° the mapping of the legal structure, the organizational arrangement and the policy structure of the group, which apply to all regulated undertakings, non-regulated subsidiaries and significant branches within the meaning of Article 51 of Directive 2013/36/EU that belong to the financial conglomerate, the holders of qualified participations at the level of the ultimate parent undertaking, as well as of the competent authorities for the regulated undertakings in the group; 2° the strategy followed by the financial conglomerate; 3° the financial position of the financial conglomerate, in particular the adequacy of own funds, intragroup transactions, risk concentration and profitability; 4° the main shareholders and the management of the financial conglomerate; 5° the organization and the risk management and internal control procedures at the level of the financial conglomerate; 6° the procedures for the collection of information from the undertakings in a financial conglomerate and the verification of this information; 7° adverse developments at regulated undertakings or at other undertakings of the financial conglomerate that may have serious adverse effects on the regulated undertakings; 8° major sanctions and extraordinary measures taken by the competent authorities in accordance with the sectoral legislation or Directive 2002/87/EC. The supervisor may also exchange information with the 'ESRB' regarding the exercise of supervision on Belgian credit institutions that are part of a financial conglomerate. § 3. Without prejudice to his responsibilities as described in the sectoral legislation, the supervisor shall hold consultations before taking a decision regarding the matters listed below, if that decision is relevant for the supervisory tasks of other competent authorities:
1° changes in the shareholder structure or the organizational or governance structure of regulated undertakings in a financial conglomerate, which require approval or authorization by the competent authorities; 2° intended major sanctions or extraordinary measures. The supervisor may decide not to hold consultations in urgent cases or if such consultation could jeopardize the effectiveness of his decisions. In that case, the supervisor shall inform the other competent authorities thereof without delay.

Art.

201
. When, for the application of Article 213 regarding supplementary conglomerate supervision, the requested information has already been reported to another competent authority in execution of the sectoral legislation, the supervisor, in his capacity as coordinator, shall, to the extent possible, refer to that authority for obtaining that information.

Subsection III.

Other cases of application

Art.

202
. If, in cases other than those referred to in Article 185, an undertaking has a participation or another capital link with one or more other undertakings, or, outside a participation or other capital link, exerts significant influence on such undertakings, and one of the aforementioned undertakings is a credit institution under Belgian law, the supervisor, in his capacity as the relevant competent authority, may, together with the other relevant competent authorities of countries, decide in common consultation to exercise supplementary conglomerate supervision on the regulated undertakings in the group. The relevant competent authorities shall jointly determine the modalities of this supplementary conglomerate supervision, and in particular which articles of this Section and Section IV of this Chapter regarding supplementary conglomerate supervision are applicable. They shall take their decision taking into account the objectives of supplementary conglomerate supervision as determined in this Section and shall take into account the international principles regarding supplementary conglomerate supervision. [1 The competent authority responsible for] 1 supplementary conglomerate supervision on the group shall be designated by applying mutatis mutandis the provisions of Article 196. If the financial conglomerate is a group without a parent undertaking at the head of the group, or in the cases other than those aforementioned, supplementary conglomerate supervision shall be exercised by the competent authority responsible for the supervision of the regulated undertaking with the highest total assets in the main financial sector. For the application of the provisions of the first paragraph, it is required that the conditions of Article 164, § 1, 2°, a), ii) and iii) or b), ii) and iii) are met. If, pursuant to the first paragraph, a decision is made to exercise supplementary conglomerate supervision, the provisions of Article 187, § 2 shall apply mutatis mutandis.

(
1
)<W
2021-07-11/08
, art. 111, 027; Entry into force: 23-07-2021>

Section IV.

Common provisions

Subsection I.

Principles

Art.

203
.§ 1. The supervisor may, where appropriate by regulation established pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the practical modalities [1 of supervision on a consolidated basis] 1 , as included in Section II of this Chapter and in this Section, or of supplementary conglomerate supervision, as included in Section III of this Chapter and in this Section. § 2. With a view to as efficient [1 supervision on a consolidated basis] 1 and supplementary conglomerate supervision as possible, the supervisor may grant individual derogations from the provisions of, depending on the case, Section II and III of this Chapter and this Section and from the regulations taken, where appropriate, pursuant to Article 12bis, § 2 of the Act of 22 February 1998, insofar as these remain in line with the relevant provisions of Directive 2013/36/EU and Directive 2002/87/EC. In that case, he shall inform the European Commission and, regarding [1 supervision on a consolidated basis] 1 also the EBA, thereof.

(
1
)<W
2021-07-11/08
, art. 112, 027; Entry into force: 23-07-2021>

Art.

204
.[1
Without prejudice to the approval scheme determined in Articles 212/1 to 212/11, supervision on a consolidated basis and supplementary conglomerate supervision do not result in individual supervision being exercised on a financial holding or mixed financial holding and on any other undertaking included in the scope of these supervisions. Supervision on a consolidated basis and supplementary conglomerate supervision do not, however, detract from the individual supervision of each regulated undertaking that falls within the scope of supervision on a consolidated basis or supplementary conglomerate supervision. However, the implications of supervision on a consolidated basis or supplementary conglomerate supervision may be taken into account when determining the content and modalities of individual supervision on credit institutions.] 1

(
1
)<W
2021-07-11/08
, art. 113, 027; Entry into force: 23-07-2021>

Subsection II.
[1

Parent Undertakings]
1

(
1
)<W
2021-07-11/08
, art. 114, 027; Entry into force: 23-07-2021>

Art.

205
.[1
§ 1. Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law, are responsible for ensuring compliance with the obligations regarding supervision on a consolidated basis. Credit institutions under Belgian law and approved mixed financial holdings under Belgian law that head a financial conglomerate are responsible for ensuring compliance with the obligations regarding supplementary conglomerate supervision. When the banking sector is the largest sector within the financial conglomerate, applying the criteria of Article 186, the designated credit institutions and mixed financial holdings under Belgian law in a financial conglomerate are also responsible for ensuring compliance with the obligations regarding supplementary conglomerate supervision. § 2. In the exercise of the coordination and supervision with which they are charged, the undertakings referred to in paragraph 1 shall issue guidelines to the undertakings that are part of the consolidated entity or the financial conglomerate with a view to complying with the obligations arising from supervision on a consolidated basis or supplementary conglomerate supervision and to ensuring the stability of the consolidated entity or the financial conglomerate. These guidelines may not be contrary to the Code of Companies and Associations and its implementing regulations and may not detract from individual supervision on credit institutions that are part of the consolidated entity or the financial conglomerate. § 3. The internal governance memorandum required pursuant to Article 21, § 3 shall set out, at the consolidated level or at the level of the financial conglomerate, how the principles contained in paragraph 2 are complied with. § 4. In the cases referred to in paragraph 1, the responsible undertakings concerned shall provide the reporting required pursuant to Article 106, § 1 and § 2 first paragraph and Article 193 of this Act, as well as, upon request of the supervisor, all additional information that is useful for exercising supervision on a consolidated basis or supplementary conglomerate supervision. Article 106, § 3 shall apply mutatis mutandis. § 5. When the supervisor exercises supervision on a consolidated basis or supplementary conglomerate supervision pursuant to Article 171 or Article 196 in cases other than those referred to in paragraphs 1 and 2, he may determine on a case-by-case basis how the principles of paragraphs 1 to 4 apply mutatis mutandis. § 6. Without prejudice to Subsection II/1 of this Section, the supervisor shall, where necessary, for the application of paragraphs 1, 2 and 5, consult the other competent authorities.] 1

(
1
)<W
2021-07-11/08
, art. 115, 027; Entry into force: 23-07-2021>

Art.

206
.[1
When another competent authority than the supervisor exercises supervision on a consolidated basis or supplementary conglomerate supervision over a credit institution under Belgian law, this credit institution must verify whether the influence of its parent undertaking is not contrary to the Code of Companies and Associations and its implementing regulations and does not detract from the individual supervision to which this credit institution is subject.] 1

(
1
)<W
2021-07-11/08
, art. 116, 027; Entry into force: 23-07-2021>

Art.

207
. When a competent authority of another Member State [1 exercises supervision on a consolidated basis] 1 or supplementary conglomerate supervision over a credit institution that is a subsidiary of a financial holding or mixed financial holding under Belgian law, the supervisor shall, upon request of that competent authority, verify how he can provide assistance for applying the measures that would consist in including financial holdings and mixed financial holdings in [1 supervision on a consolidated basis] 1 or supplementary conglomerate supervision.

(
1
)<W
2021-07-11/08
, art. 117, 027; Entry into force: 23-07-2021>

Art.

208
.§ 1. [1
The management board, where appropriate the effective management, of the undertakings referred to in Article 205, § 1,] 1 declare that the reports referred to in Article 205, § 4 are in accordance with the accounting and inventories. To that end, it is required that the statements are complete, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accurate, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up. The management board, where appropriate the effective management, confirms that the necessary steps have been taken to ensure that the aforementioned statements are drawn up in accordance with the applicable rules, and drawn up applying the booking and valuation rules for the preparation of the consolidated annual accounts, or, for the reporting statements that do not relate to the end of the financial year, applying the booking and valuation rules for the preparation of the consolidated annual accounts regarding the last financial year. § 2. Article 59, § 2 shall apply mutatis mutandis to the management board, where appropriate the effective management, of the [1 undertakings] 1 referred to in paragraph 1 regarding the measures as included in:
1° Article 21 regarding the consolidated entity; 2° Article 194 regarding the financial conglomerate.

(
1
)<W
2021-07-11/08
, art. 118, 027; Entry into force: 23-07-2021>

Art.

209
.[1
The provisions of Article 225 of this Act regarding the mandate of the statutory auditor at a credit institution shall apply mutatis mutandis regarding undertakings referred to in Article 205, § 1 for respectively supervision on a consolidated basis and supplementary conglomerate supervision to which these credit institutions are subject.] 1

(
1
)<W
2021-07-11/08
, art. 119, 027; Entry into force: 23-07-2021>

Art.

210
.§ 1. The mandate of statutory auditor as referred to in the Code of Companies shall be:
1° [2 in an approved or designated financial holding or mixed financial holding under Belgian law, with a view to supervision on a consolidated basis] 2 entrusted to one or more auditors or one or more audit firms, who, pursuant to Article 223 of this Act, are recognized by the Bank for the mandate of statutory auditor at a credit institution. Articles 220, 221, 222, third paragraph, 223, 224 and 225, second to fifth paragraph of this Act shall apply mutatis mutandis. 2° [2 in a mixed financial holding under Belgian law referred to in Article 205, § 1, second or third paragraph, with a view to supplementary conglomerate supervision exercised by the supervisor,] 2 entrusted to one or more auditors or audit firms recognized by the Bank pursuant to, [1 depending on the case, Articles 222 and 578 of this Act, insofar as the latter Article 222 applies to listed companies, or Article 327 of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings.] 1 The college of auditors or the audit firms appointed at a mixed financial holding must be composed such that they, either individually or together, are recognized in each of the financial sectors in which the financial conglomerate has a significant activity. The Bank may, with reference to the thresholds referred to in Article 186, determine what constitutes significant activity. The provisions of the sectoral legislation regarding audit supervision shall apply mutatis mutandis. § 2. The statutory auditors appointed at the holdings referred to in paragraph 1 shall cooperate with, depending on the case, [2 supervision on a consolidated basis] 2 or supplementary conglomerate supervision with which the supervisor is charged, on their own and exclusive responsibility and in accordance with this paragraph, according to the rules of the profession and the guidelines of the supervisor. To that end:
1° they assess the appropriateness of the internal control measures as referred to in Articles 21, § 1, 2° to 9°, 41 and 66, for [2 supervision on a consolidated basis] 2 or the appropriateness of the risk management procedures, internal control procedures and administrative and accounting organization as referred to in Article 194 for supplementary conglomerate supervision. They shall share their findings on this matter with the supervisor; 2° they report to the supervisor on:
a) the results of the limited review of the statements that the financial holding or mixed financial holding provides for its consolidated position, or of the statements referred to in Article 193 that the mixed financial holding provides to the supervisor at the end of the first half-year, in which it is confirmed that they are not aware of any facts that would indicate that these statements as of the end of the half-year are not prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that these statements as of the end of the half-year, regarding the accounting data, are in all material respects in accordance with the accounting and inventories, regarding completeness, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accuracy, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up; and they confirm that they are not aware of any facts that would indicate that these statements as of the end of the half-year are not prepared applying the booking and valuation rules for the preparation of the consolidated annual accounts regarding the last financial year; the supervisor may further determine the statements referred to here; b) the results of the audit of the statements that the financial holding or mixed financial holding provides for its consolidated position or of the statements referred to in Article 193 that the mixed financial holding provides to the supervisor at the end of the financial year, in which it is confirmed that these statements were prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that these statements as of the end of the financial year, regarding the accounting data, are in all material respects in accordance with the accounting and inventories, regarding completeness, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accuracy, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up; and they confirm that these statements as of the end of the financial year were prepared applying the booking and valuation rules for the preparation of the consolidated annual accounts; the supervisor may further determine the statements referred to here. 3° they submit a special report to the supervisor at his request on:
a) regarding [2 supervision on a consolidated basis] 2 : the organization, the activities and the financial structure of the consolidated entity; b) regarding supplementary conglomerate supervision: the aspects referred to in points 1° and 2° of this paragraph and in Articles 190 to 192. The costs for the preparation of these reports shall be borne by the financial holding or the mixed financial holding, by the credit institution under Belgian law or by both together; 4° they, in the framework of their mandate at the financial holding or mixed financial holding, or an audit mandate at an undertaking linked to the financial holding or mixed financial holding, report to the supervisor on their own initiative as soon as they become aware of:
a) decisions, facts or developments that significantly influence or may significantly influence the aspects referred to in 3°; b) decisions or facts regarding the financial holding or mixed financial holding that may indicate a violation of the Code of Companies, the statutes or this Act; c) other decisions or facts that may lead to a refusal of the certification of the consolidated annual accounts or to the formulation of reservations. § 3. [2 When the supervisor exercises, pursuant to Article 171 or Article 196, respectively supervision on a consolidated basis or conglomerate supervision, on a credit institution under Belgian law whose parent undertaking is a financial holding or mixed financial holding established in another Member State, the mandate determined in paragraph 2 shall be exercised mutatis mutandis by the statutory auditor who is appointed with a comparable task at this holding. In the absence of such a statutory auditor, the said mandate shall be exercised by the statutory auditor appointed at:] 2 a) the credit institution under Belgian law that is a subsidiary of the said financial holding or mixed financial holding for [2 supervision on a consolidated basis] 2 , or b) a regulated undertaking under Belgian law that is under the supervision of the supervisor and is a subsidiary of the said mixed financial holding for supplementary conglomerate supervision.

(
1
)<W
2016-10-25/05
, art. 41, 009; Entry into force: 01-12-2016>
(
2
)<W
2021-07-11/08
, art. 120, 027; Entry into force: 23-07-2021>

Art.

211
. The statutory auditors appointed at credit institutions, financial holdings or a mixed financial holdings under Belgian law pursuant to Articles 209 and 210, have for the exercise of their mandate as determined by these articles, access to and insight into all documents and papers emanating from both the subsidiaries included in the consolidated position or in the financial conglomerate, as well as from the undertakings referred to in Article 213 § 1, second paragraph. The provisions of Article 35 of the Act of 22 February 1998 shall apply regarding the information of which they have taken note in execution of the first paragraph.

Art.

212.

Without prejudice to the principle contained in Article 204, first paragraph, the following articles of this Act apply mutatis mutandis to all financial holdings or mixed financial holdings governed by Belgian law: Articles 18, 19, 20, 24, § 1, with the understanding that at least three members of the management committee are members of the statutory governing body, and §§ 3 and 4, 25 and 26, 46 to 54, 59/1, [3 60 and 62, §§ 1 to 4, § 5, first sentence, and §§ 6 to 9, 62/1, 71]3, 77, 234 and 236, § 1, 1° to 5° [2, and § 7]2.
Furthermore, Article 61 applies mutatis mutandis to all financial holdings or mixed financial holdings when the independent control functions referred to in Article 35 are set up within the financial holding or mixed financial holding to comply with Article 168, § 1.]1

(1)<W 2021-07-11/08, art. 121, 027; Entry into force: 23-07-2021> (2)<W 2023-12-20/08, art. 41, 033; Entry into force: 25-01-2024> (3)<W 2025-03-25/05, art. 75, 035; Entry into force: 08-05-2025>

Subsection II/1.
[1 - Approval of and supervision over financial mother holdings and mixed financial mother holdings governed by Belgian law when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1

(1)<Inserted by W 2021-07-11/08, art. 122, 027; Entry into force: 23-07-2021>

A.
[1 - Obligation to obtain approval]1

(1)<Inserted by W 2021-07-11/08, art. 123, 027; Entry into force: 23-07-2021>

Art.
212/1.
[1 Without prejudice to the other provisions of this Act, Belgian financial mother holdings, Belgian mixed financial mother holdings, Belgian financial EU mother holdings and Belgian mixed financial EU mother holdings must be approved. Financial holdings governed by Belgian law and mixed financial holdings governed by Belgian law that do not fall under the first paragraph must be approved when the provisions of this Act or of Regulation No. 575/2013 apply on a sub-consolidated basis.]1

(1)<Inserted by W 2021-07-11/08, art. 124, 027; Entry into force: 23-07-2021>

Art.
212/2.
[1 § 1. Financial holdings and mixed financial holdings referred to in Article 212/1 may request an exemption from the application of this subsection when the following conditions are met:
1° the main activity of the financial holding or mixed financial holding is limited to holding participations in subsidiaries. In the case of a mixed financial holding, this criterion applies only to the subsidiaries that are credit institutions or financial institutions; 2° the financial holding or mixed financial holding is not designated as an entity to be resolved, neither for the group as a whole, nor for one or more parts of the group; 3° a subsidiary credit institution or a financial holding or mixed financial holding to which approval has been granted in accordance with Article 212/1 or in accordance with Article 21bis of Directive 2013/36/EU is designated as responsible for ensuring compliance by the group with the prudential requirements on a consolidated basis and has access to all necessary prerogatives to effectively fulfill these obligations; 4° the financial holding or mixed financial holding does not engage in taking administrative, operational or financial decisions that have an influence on the group or on its subsidiaries that are credit institutions or financial institutions; 5° there is no impediment to effective supervision of the group on a consolidated basis. § 2. The exemption referred to in paragraph 1 does not affect compliance with the other provisions of this Act. Financial holdings or mixed financial holdings that are exempt from approval in accordance with this Article are not excluded from the scope of consolidation, or where applicable, sub-consolidation as determined in Regulation No. 575/2013 and in this Act.]1

(1)<Inserted by W 2021-07-11/08, art. 125, 027; Entry into force: 23-07-2021>

B.
[1 - Approval procedure]1

(1)<Inserted by W 2021-07-11/08, art. 126, 027; Entry into force: 23-07-2021>

Art.
212/3.
[1 Financial holdings and mixed financial holdings referred to in Articles 212/1 and 212/2 provide the supervisor with all information necessary for the assessment of the application and in particular:
1° the organizational structure of the group of which the financial holding or mixed financial holding is part, clearly indicating the subsidiaries and, where applicable, their parent companies, and the location and type of activity of each of the entities in the group; 2° information on the persons responsible for the effective management of the financial holding or mixed financial holding and on compliance with the requirements applicable to them; 3° information on compliance with the requirements applicable to the shareholders and partners of the subsidiary credit institutions of the financial holding or mixed financial holding; 4° the internal organization and the distribution of tasks within the group; 5° information on compliance by the financial holding or mixed financial holding with the provisions of Article 212.]1

(1)<Inserted by W 2021-07-11/08, art. 127, 027; Entry into force: 23-07-2021>

Art.
212/4.
[1 The supervisor decides on the approval applications referred to in Article 212/1 and on the exemption applications referred to in Article 212/2.
The supervisor notifies the financial holding or mixed financial holding of its decision.
The supervisor notifies the applicant of its decision within four months after submission of the application, or, if the application is incomplete, within four months after receipt of a complete file, but no later than six months after submission of the application.]1

(1)<Inserted by W 2021-07-11/08, art. 128, 027; Entry into force: 23-07-2021>

C.
[1 - Conditions for approval]1

(1)<Inserted by W 2021-07-11/08, art. 129, 027; Entry into force: 23-07-2021>

Art.
212/5.
[1 Approval may only be granted if the following conditions are met:
1° the internal arrangements and the distribution of tasks within the group are adequate with a view to compliance with the requirements of this Act and of Regulation No. 575/2013 on a consolidated or sub-consolidated basis and are, in particular, effective to:
a) coordinate and supervise all subsidiaries of the financial holding or mixed financial holding, including, where necessary, through an adequate distribution of tasks between the subsidiary credit institutions; b) prevent or manage conflicts within the group; and c) maintain the group-wide policies established by the financial mother holding or mixed financial mother holding throughout the group; 2° the organizational structure of the group of which the financial holding or mixed financial holding is part does not constitute an impediment to the exercise of effective supervision on an individual or consolidated basis and, where applicable, on a sub-consolidated basis, of the subsidiary credit institutions or parent credit institutions. In assessing that criterion, account is taken in particular of:
a) the position of the financial holding or mixed financial holding in a multi-level group; b) the shareholder structure; and c) the role of the financial holding or mixed financial holding within the group; 3° compliance with the requirements applicable to the shareholders and partners of the subsidiary credit institutions of the financial holding or mixed financial holding; 4° compliance with the provisions of Article 212.]1

(1)<Inserted by W 2021-07-11/08, art. 130, 027; Entry into force: 23-07-2021>

D.
[1 - Supervision and supervisory measures]1

(1)<Inserted by W 2021-07-11/08, art. 131, 027; Entry into force: 23-07-2021>

Art.
212/6.
[1 The supervisor monitors compliance with the conditions of Article 212/5 or, where applicable, of Article 212/2, § 1 and of the other requirements of this Act or of Regulation No. 575/2013 on a consolidated basis.
Financial holdings and mixed financial holdings provide the supervisor with the information necessary to maintain ongoing supervision of the organizational structure of the group and of compliance with the conditions referred to in Article 212/5 or, where applicable, Article 212/2, § 1.]1

(1)<Inserted by W 2021-07-11/08, art. 132, 027; Entry into force: 23-07-2021>

Art.
212/7.
[1 § 1. If a financial holding or a mixed financial holding does not meet the conditions of Article 212/5 or all other requirements established by or under this Act or by Regulation No. 575/2013 on a consolidated basis, the supervisor imposes appropriate supervisory measures to ensure or restore compliance with these requirements and the continuity and integrity of supervision on a consolidated basis. In the case of a mixed financial holding, account is taken of the effects of those measures on the financial conglomerate. Without prejudice to the other measures established in this Act, the supervisory measures may in particular include:
1° suspending the voting rights attached to the shares in the subsidiary institutions held by the financial holding or mixed financial holding; 2° issuing warnings to and taking measures against the financial holding, the mixed financial holding or the members of the governing body and the effective management, including penalty payments and sanctions, in accordance with Articles 345 to 347; 3° requiring the financial holding or mixed financial holding to notify its shareholders of the transfer of its participations in its subsidiary institutions; 4° temporarily designating another financial holding, mixed financial holding or credit institution within the group as responsible for compliance with the requirements of this Act and of Regulation No. 575/2013 on a consolidated basis; 5° limiting or prohibiting dividend distributions or payments, in particular of interest, to shareholders; 6° requiring financial holdings or mixed financial holdings to divest their participations in entities in the financial sector within the meaning of Regulation No. 575/2013 in whole or in part; 7° requiring financial holdings or mixed financial holdings to come forward with a plan to restore compliance with the rules without delay. The supervisor may, where appropriate, decide to set a deadline for the imposition of the measures referred to in this paragraph. § 2. If a financial holding or a mixed financial holding no longer meets the conditions of Article 212/2, the supervisor requires the financial holding or mixed financial holding to apply for approval in accordance with Article 212/1.]1

(1)<Inserted by W 2021-07-11/08, art. 133, 027; Entry into force: 23-07-2021>

Subsection II/2.
[1 - Approval of and supervision over financial mother holdings and mixed financial mother holdings governed by Belgian law when another competent authority than the supervisor is designated as consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and when another competent authority is designated as coordinator in accordance with Article 10 of Directive 2002/87/EC]1

(1)<Inserted by W 2021-07-11/08, art. 134, 027; Entry into force: 23-07-2021>

Art.
212/8.
[1 § 1. When the supervisor is not designated as consolidating supervisor in application of Article 171, the supervisor and the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU work closely together and consult to make decisions regarding the financial holding or mixed financial holding in the form of joint decisions, including the decisions referred to in Articles 212/1, 212/2 and 212/7. To this end, the references to the supervisor in Articles 212/3, 212/4, first paragraph and, without prejudice to Article 171/1, 212/7, must be read as references to the supervisor and the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU and the references in Articles 212/4, second and third paragraphs and 212/6 as references to the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU. § 2. Once the assessment of the situation of the financial holding or mixed financial holding and the intended decision have been communicated by the consolidating supervisor, where applicable using the special modalities possibly agreed between the competent authorities to facilitate consultation, the two authorities make every effort to reach a joint decision as referred to in paragraph 1 within a period of two months after receipt of the assessment drawn up by the consolidating supervisor. If no agreement is reached that allows a joint decision to be established, the competent authorities do not make a decision and refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. The competent authorities make a joint decision in accordance with the decision of the EBA. The matter may no longer be referred to the EBA after the end of the two-month period referred to in the first paragraph. § 3. If neither the supervisor nor the consolidating supervisor is the coordinator designated in accordance with Article 10 of Directive 2002/87/EC, the consent of the coordinator is also required for making the decisions referred to in this Article. Disputes are referred to the EBA or to the European Insurance and Occupational Pensions Authority as appropriate. Decisions taken in accordance with this paragraph do not affect the obligations under Directive 2002/87/EC or Directive 2009/138/EC.]1

(1)<Inserted by W 2021-07-11/08, art. 135, 027; Entry into force: 23-07-2021>

Subsection II/3.
[1 - Approval of and supervision over financial holdings and mixed financial holdings subject to another Member State when the supervisor is designated as consolidating supervisor in accordance with Article 171]1

(1)<Inserted by W 2021-07-11/08, art. 136, 027; Entry into force: 23-07-2021>

Art.
212/9.
[1 § 1. When the supervisor is designated as consolidating supervisor in application of Article 171 for the supervision of a group to which a financial mother holding or a mixed financial mother holding belongs that is established in another Member State, the supervisor and the competent authority of the Member State where the financial holding or mixed financial holding is established work closely together and consult to make decisions regarding the financial holding or mixed financial holding in the form of joint decisions, including the decisions referred to in the legislation transposing Article 21bis, paragraphs 3, 4, 6 and 7 of Directive 2013/36/EU into the law of the Member State where the financial holding or mixed financial holding is established. In exercising its supervisory task, using the special modalities possibly agreed between the competent authorities to facilitate consultation, the supervisor sends its assessment of the situation of the financial holding or mixed financial holding and the intended decision to the competent authority of the Member State where the financial holding or mixed financial holding is established. The two authorities make every effort to reach a joint decision within a period of two months after receipt of the assessment drawn up by the supervisor. The joint decision is notified by the supervisor to the financial holding or mixed financial holding. The decision on the approval application is notified by the supervisor to the applicant within four months after submission of the application, or, if the application is incomplete, within four months after receipt of a complete file, but no later than six months after submission of the application. § 2. If no agreement is reached that allows a joint decision to be established, the competent authorities do not make a decision and refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. The competent authorities make a joint decision in accordance with the decision of the EBA. The matter may no longer be referred to the EBA after the end of the two-month period referred to in paragraph 1, third paragraph. § 3. If neither the supervisor nor the competent authority of the Member State where the financial holding or mixed financial holding is established is the coordinator designated in accordance with Article 10 of Directive 2002/87/EC, the consent of the coordinator is also required for making decisions referred to in this Article. Disputes are referred to the EBA or to the European Insurance and Occupational Pensions Authority as appropriate. Decisions taken in accordance with this paragraph do not affect the obligations under Directive 2002/87/EC or Directive 2009/138/EC.]1

(1)<Inserted by W 2021-07-11/08, art. 137, 027; Entry into force: 23-07-2021>

Art.
212/10.
[1 The supervisor shares the information obtained from a financial holding or mixed financial holding with the competent authority in the Member State where the financial holding or mixed financial holding is established.]1

(1)<Inserted by W 2021-07-11/08, art. 138, 027; Entry into force: 23-07-2021>

Art.
212/11.
[1 The supervisor monitors compliance with the conditions provided for in the legislation of the Member State where the financial holding or mixed financial holding is established for obtaining approval or being exempt from approval and of all other requirements established on a consolidated basis in this legislation transposing Directive 2013/36/EU or in Regulation No. 575/2013. In the event of non-compliance with these requirements, the competent authorities, according to the procedure and rules set out in Article 212/9, take the measures prescribed by the legislation of the Member State where the financial holding or mixed financial holding is established, in order to ensure or restore compliance with these requirements and the continuity and integrity of supervision on a consolidated basis. In the case of a mixed financial holding, account is taken of the effects of those measures on the financial conglomerate.]1

(1)<Inserted by W 2021-07-11/08, art. 139, 027; Entry into force: 23-07-2021>

Subsection III.

Measures to facilitate group supervision

Art.
213.
§ 1. Without prejudice to the applicable periodic reporting, the supervisor must have access, through the credit institutions, financial holdings and mixed financial holdings concerned, their subsidiaries and all other undertakings included in the consolidated entity or in the financial conglomerate, either directly or indirectly, to all information useful, as the case may be, for the consolidated supervision or supplementary conglomerate supervision exercised by him. The subsidiaries excluded from consolidation in accordance with Article 19 of Regulation No. 575/2013, or the undertakings excluded from supplementary conglomerate supervision in accordance with Article 190, § 2, must provide the supervisor, in his capacity as consolidating supervisor or coordinator, with all data and information that he deems useful for his consolidated supervision or his supplementary conglomerate supervision. Undertakings that exercise, alone or together with other undertakings, control over a credit institution governed by Belgian law, and the subsidiaries of these undertakings must, if those undertakings do not fall within the scope of [1 consolidated basis supervision]1 or supplementary conglomerate supervision, provide the supervisor and the other competent authorities with all data and information useful for the supervision of this credit institution. § 2. The supervisor may require that the information referred to in paragraph 1 concerning undertakings with their registered office in a Member State other than Belgium be communicated to him by the credit institution, financial holding or mixed financial holding established under Belgian law, or that information concerning undertakings with their registered office in a third country be communicated to him by a credit institution, financial holding or mixed financial holding with its registered office in a Member State. § 3. If a credit institution governed by Belgian law is excluded from the consolidated entity or from the financial conglomerate by another competent authority acting as consolidating supervisor or coordinator, the supervisor may require that the parent company at the head of the consolidated entity or the financial conglomerate provide him with the data and information that he deems useful for his supervision of that credit institution.

(1)<W 2021-07-11/08, art. 140, 027; Entry into force: 23-07-2021>

Art.

214
.§ 1. The supervisor may verify compliance with the obligations laid down in Sections II and III of this Chapter and this Section, and the accuracy and completeness of the data and information provided, on the premises of the undertakings referred to in Article 213, § 1, and, with regard to [consolidated supervision], also in the undertakings referred to in Article 182, the mixed holding company and its subsidiaries, and the undertakings that provide ancillary services. He may, at the expense of these undertakings, appoint auditors or foreign experts recognized by him for this purpose. § 2. When the undertakings referred to in paragraph 1 have their registered office in another Member State, the supervisor shall request the competent authority of that Member State to carry out this inspection. The supervisor shall carry out this inspection himself if he obtains the permission of the competent authority of that Member State. When the latter wishes to carry out the inspection itself, or appoints an approved auditor or an expert for this purpose, the supervisor may nevertheless participate in the inspection if he wishes. § 3. When the undertakings referred to in paragraph 1 have their registered office in a third country, the modalities of the on-site verification, regulated by cooperation agreements concluded by the supervisor with the relevant foreign authorities or by the European Commission with the relevant foreign authorities, shall be governed by Article 48 of Directive 2013/36/EU.

(
1
)<W
2021-07-11/08
, art. 141, 027; Inwerkingtreding : 23-07-2021>

Art.

215
.Without being able to raise restrictions of a private law nature, in particular concerning confidentiality obligations or the nature of their links, the following undertakings shall exchange with each other the data and information necessary:
1° for [consolidated supervision]: the undertakings included in [consolidated supervision], as well as the subsidiaries of credit institutions, financial holdings or mixed financial holdings excluded from consolidation in accordance with Article 19 of Regulation No. 575/2013, and the mixed holdings and their subsidiaries; 2° for supplementary conglomeration supervision: the undertakings included in supplementary conglomeration supervision, as well as the undertakings belonging to a financial conglomerate excluded from supplementary conglomeration supervision in accordance with Article 190, § 2, second paragraph.

(
1
)<W
2021-07-11/08
, art. 142, 027; Inwerkingtreding : 23-07-2021>

Art.

216
.§ 1. If a parent undertaking and one or more credit institutions that are its subsidiaries are located in different Member States, the supervisor and the other competent authorities shall exchange between themselves all useful information necessary for [consolidated supervision] or supplementary conglomeration supervision, or which may facilitate that supervision. The gathering, exchange or possession of information by the supervisor and the competent authorities with a view to facilitating [consolidated supervision], or supplementary conglomeration supervision with regard to the undertakings mentioned in Article 214, does not in any way mean that the supervisor exercises separate supervision on these undertakings. § 2. If the supervisor, in the case of a parent undertaking governed by Belgian law, does not himself exercise [consolidated supervision] or supplementary conglomeration supervision on the basis of Article 171 or Article 196, the competent authorities responsible for this supervision may request him to request the information necessary for that supervision from the parent undertaking and to forward that information to them. § 3. If the supervisor exercises [consolidated supervision] or supplementary conglomeration supervision on the basis of Article 171 or Article 196 and the parent undertaking has its registered office in a Member State other than Belgium, the supervisor may request the competent authority of that Member State to request all information necessary for that supervision from that parent undertaking and to forward that information to him. § 4. When the supervisor, for the purpose of individual supervision of a credit institution, wishes to obtain information that has already been reported to another competent authority acting as the consolidating supervisor or coordinator, he shall, to the extent possible, approach that authority to obtain that information. § 5. If the supervisor, in his capacity as consolidating supervisor or coordinator, needs information that has already been provided to another competent authority, he shall, if possible, contact that authority so that the other authorities involved in supervision are not informed twice. [ 1 § 6. This article does not derogate from Articles 212/9 to 212/11.] 1

(
1
)<W
2021-07-11/08
, art. 143, 027; Inwerkingtreding : 23-07-2021>

Art.

217
.§ 1. Credit institutions, financial holdings and mixed financial holdings and their subsidiaries, and mixed holdings and their subsidiaries, established under Belgian law, shall provide another supervisory authority with the data and information that it deems useful for [consolidated supervision] or supplementary conglomeration supervision with which it is charged, either directly or indirectly. When it concerns a competent authority, the first paragraph applies in the context of its supervision as determined in accordance with European legislation. When this authority is subject to a third country and the obligation to provide information stems from cooperation agreements concluded by the supervisor with the relevant foreign authority, the first paragraph applies mutatis mutandis. § 2. Supervisory authorities are entitled, in the context of their consolidated supervision or supplementary conglomeration supervision, to verify the data and information they have received on the premises of the undertakings referred to in Article 213, § 1, with their registered office in Belgium, or to appoint approved auditors or experts recognized by them for this purpose, under the following conditions:
1° when it concerns a competent authority, the provisions of Article 214, § 2 apply mutatis mutandis; 2° when this authority is subject to a third country, the provisions of Article 214, § 3 apply mutatis mutandis.

(
1
)<W
2021-07-11/08
, art. 144, 027; Inwerkingtreding : 23-07-2021>

Art.

218
.[
1
In his capacity as consolidating supervisor or coordinator, the supervisor draws up lists of respectively the approved or designated financial holdings and mixed financial holdings involved in the consolidated supervision exercised by him, and of the mixed financial holdings involved in the supplementary conglomeration supervision exercised by him. The supervisor also draws up lists of the approved or designated financial holdings and mixed financial holdings governed by Belgian law for which another competent authority than the supervisor has been designated respectively as the consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and as the coordinator in accordance with Article 10 of Directive 2002/87/EC. He forwards these lists to the competent authorities of the other Member States concerned, to the EBA for consolidated supervision and to the EBA and the European Insurance and Occupational Pensions Authority for supplementary conglomeration supervision, and to the European Commission.] 1

(
1
)<W
2021-07-11/08
, art. 145, 027; Inwerkingtreding : 23-07-2021>

Subsection IV.
[
1

Parent undertakings subject to the law of a third country]
1

(
1
)<W
2021-07-11/08
, art. 146, 027; Inwerkingtreding : 23-07-2021>

Art.

218/1
. [
1
§ 1. Credit institutions governed by Belgian law whose parent undertaking is subject to the law of a third country must comply with one of the following conditions:
1° the credit institution is owned by an intermediate EU parent undertaking; 2° the credit institution is itself an intermediate EU parent undertaking; 3° the credit institution belongs to a group from a third country that has no other EU subsidiaries that are a credit institution, an investment firm, an approved or designated financial holding or mixed financial holding; 4° the credit institution belongs to a group from a third country whose total value of assets in the EU is less than 40 billion euros. § 2. For the purposes of this article, the total value of assets in the EU of a group from a third country is the sum of the following:
1° the total value of assets of each credit institution and investment firm in the EU that is part of the group from a third country, as appears from its consolidated balance sheet or, in the absence thereof, as appears from its separate balance sheets; and 2° the total value of assets of each branch of the group from a third country to which a license has been granted in a Member State in accordance with Directive 2013/36/EU, Regulation No. 600/2014 or Directive 2014/65/EU.] 1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 147, 027; Inwerkingtreding : 23-07-2021>

Art.

218/2
. [
1
§ 1. Credit institutions as referred to in Article 218/1, § 1, 1° must be owned by an intermediate EU parent undertaking that owns all subsidiaries in the EU of the group from a third country that are credit institutions, investment firms, approved or designated financial holdings and mixed financial holdings. Credit institutions as referred to in Article 218/1, § 1, 2°, own all subsidiaries in the EU of the group from a third country that are credit institutions, investment firms, approved and designated financial holdings and mixed financial holdings. § 2. The supervisor, if necessary in mutual agreement with the other competent authorities concerned, may allow a group from a third country to establish two intermediate EU parent undertakings, when the establishment of only a single intermediate EU parent undertaking:
1° would not be in compliance with a mandatory requirement regarding the separation of activities imposed by regulatory provisions or by the supervisor of the third country where the ultimate parent undertaking of the group from a third country has its head office; or 2° would, according to the resolution authority competent for the intermediate EU parent undertaking, make resolution less effective than if there were two intermediate EU parent undertakings. In the event of a disagreement, the supervisor may refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010 and request its assistance. § 3. The intermediate EU parent undertaking as referred to in Article 218/1, § 1, 1°, must have obtained a license as a credit institution in accordance with Article 7 or in accordance with the legislation of another Member State, or must be an approved or designated financial holding or mixed financial holding. When, in accordance with paragraph 2, 1°, a second intermediate EU parent undertaking may be established, one of the intermediate parent undertakings may, in derogation of the first paragraph, be an investment firm that has obtained a license in accordance with Article 6 of the Act of 25 October 2016 or in accordance with the legislation of another Member State and that is subject to Directive 2014/59/EU. § 4. The supervisor shall notify the EBA of the following information concerning each group from a third country active in Belgium:
1° the name and total value of the assets of the credit institutions and investment firms governed by Belgian law and the name of the Belgian approved or designated financial holdings and mixed financial holdings that belong to a group from a third country; 2° the name of the credit institutions and investment firms that have a branch to which a license has been granted in Belgium in accordance with this Act, the Act of 25 October 2016 or Regulation No. 600/2014, and the total value of their assets in Belgium as well as the activities they are authorized to carry out under their license; 3° the name and legal supervisory status of the intermediate EU parent undertakings governed by Belgian law in light of the criteria of paragraph 3 and the name of the group from a third country of which they are part.] 1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 148, 027; Inwerkingtreding : 23-07-2021>

Art.

219
.[
1
§ 1. Credit institutions governed by Belgian law with a parent undertaking

a parent credit institution, financial holding or mixed financial holding, or
a regulated undertaking at the head of a financial conglomerate,
which is subject to the law of a third country, which are not already subject to or included in the scope of consolidated supervision, in accordance with Section II of this Chapter and this Section or supplementary conglomeration supervision, in accordance with Section III of this Chapter and this Section, exercised by the supervisor or another competent authority, shall, as the case may be, without prejudice to Articles 218/1 and 218/2, be subject to consolidated supervision or supplementary conglomeration supervision in accordance with the provisions of this article. § 2. The supervisor verifies whether the credit institutions referred to in paragraph 1 are subject to supervision exercised by an authority of a third country that is equivalent to:
1° consolidated supervision under the provisions of Section II of this Chapter and this Section, or 2° supplementary conglomeration supervision under the provisions of Section III of this Chapter and this Section.
He does this on his own initiative or at the request of the parent undertakings referred to in paragraph 1 or of the credit institution governed by Belgian law.
Before taking a decision, the supervisor consults the other potentially competent authorities concerned on the equivalence or non-equivalence of the supervision in question and, with regard to consolidated supervision, also the EBA. With regard to this equivalence, the supervisor takes into account:
1° the guidelines issued by the European Banking Committee for consolidated supervision in accordance with Directive 2013/36/EU and Regulation No. 575/2013; 2° the guidelines drawn up by the Joint Committee in accordance with Articles 16 and 56 of Regulation No. 1093/2010, Regulation No. 1094/2010 or Regulation No. 1095/2010, on supplementary conglomeration supervision, in accordance with Directive 2002/87/EC. § 3. If another competent authority than the supervisor is designated as consolidating supervisor or coordinator on the basis of the mutatis mutandis application of the provisions of Article 111 of Directive 2013/36/EU or Article 10 of Directive 2002/87/EC, the verification and consultation referred to in paragraph 2 shall be carried out by this other competent authority and the supervisor may communicate his findings and views on the equivalence referred to in paragraph 1 to this other competent authority. When, with regard to supplementary conglomeration supervision, the supervisor disagrees with a decision taken by another competent authority under the first paragraph, Article 19, as the case may be, of Regulation No. 1093/2010, Regulation No. 1094/2010 or Regulation No. 1095/2010 applies. § 4. If the procedure in paragraphs 2 and 3 leads to the finding that there is no equivalence, the credit institutions governed by Belgian law concerned shall be subject to consolidated supervision or supplementary conglomeration supervision that is equivalent to that of Sections II and III of this Chapter and of this Section, and that is exercised by the supervisor if he is the competent authority that would be responsible for consolidated supervision or supplementary conglomeration supervision with the mutatis mutandis application of the provisions of, respectively, Article 171 or Article 196. Furthermore, the supervisor may, after consulting the other competent authorities concerned, also decide to apply another appropriate supervisory method that serves to achieve the objectives behind the provisions referred to in paragraph 2, first paragraph. The supervisor may in particular require that the credit institutions governed by Belgian law and any other regulated establishments established under the law of a Member State be placed in a group with a financial holding or mixed financial holding established under the law of a Member State at the head, and that the following legislation apply:
1° the legislation transposing Title VII, Chapter III of Directive 2013/36/EU on a consolidated basis, into the law of the Member State where the financial holding is established, or 2° the legislation transposing Chapter II of Directive 2002/87 into the law of the Member State where the mixed financial holding is established at the level of the financial conglomerate with that mixed financial holding at the head. In that case, the supervisor, when responsible for consolidated supervision or supplementary conglomeration supervision, shall inform the other competent authorities concerned, the European Commission and, with regard to consolidated supervision, also the EBA, of any decision taken with the application of the second and third paragraphs. For the purposes of the first to fourth paragraphs, the supervisor concludes the necessary agreements with the competent authorities concerned.] 1

(
1
)<W
2021-07-11/08
, art. 149, 027; Inwerkingtreding : 23-07-2021>

CHAPTER V.

Auditing supervision

Art.

220
.The mandate of auditor as referred to in the Companies Code may in credit institutions governed by Belgian law only be entrusted to one or more auditors or one or more audit firms that have been recognized by the Bank in accordance with Article 222. In credit institutions that, in application of the aforementioned Code, do not need to have an auditor, the general meeting of partners shall appoint one or more recognized auditors or one or more recognized audit firms as referred to in the first paragraph. They shall perform the duties of auditor and bear that title. The provisions of the Companies Code regarding the auditors of public limited companies apply to the appointment and mandate of auditor in these institutions. For the purposes of the Companies Code with regard to the foregoing, the general meeting of partners replaces the general meeting of shareholders in companies where the law does not establish it. Credit institutions may appoint deputy auditors, who shall perform the duties of the auditor in the event of long-term impediment. The provisions of this article and of Article 221 apply to these deputies. The recognized auditors appointed in accordance with this article certify the consolidated annual accounts of the credit institution.

Art.

221
.[
1
Recognized audit firms shall, for the exercise of the mandate of auditor as referred to in Article 220, rely on a recognized auditor whom they designate in accordance with Article 3:60 of the Companies and Associations Code.] 1 The provisions of this Act and its implementing regulations, which regulate the appointment, mandate, obligations and prohibitions for auditors as well as the other than criminal sanctions applicable to them, apply both to audit firms and to the recognized auditors who represent them. A recognized audit firm may appoint a deputy representative among its members who meet the appointment conditions.

(
1
)<W
2022-07-20/40
, art. 339, 031; Inwerkingtreding : 06-10-2022>

Art.

222
.The Bank lays down, by regulation established in application of Article 12bis, § 2 of the Act of 22 February 1998, the regulation for the recognition of auditors and audit firms.
The recognition regulation is issued after consultation of the recognized auditors through their representative professional association.
[
1
The Supervisory Board for Corporate Auditors established by Article 32 of the Act of 7 December 2016 on the organization of the profession of and public supervision over corporate auditors, shall inform the Bank whenever a procedure is initiated or a measure and/or sanction is taken by this Board against a recognized auditor or a recognized audit firm due to a deficiency in the exercise of his or her mandate, with an explanation of the reasoning, and whenever a report is drawn up in application of Article 56, § 1 of the aforementioned Act of 7 December 2016. The Board shall also inform the Bank of all similar procedures, measures and/or sanctions imposed abroad on a recognized auditor or a recognized audit firm of which the Board has knowledge.] 1

(
1
)<W
2018-03-11/07
, art. 246, 016; Inwerkingtreding : 26-03-2018>

Art.

223
.For the appointment of recognized auditors and deputy recognized auditors at credit institutions, the prior consent of the supervisor is required. This consent must be requested by the corporate body that proposes the appointment. In the appointment of a recognized audit firm, this consent applies both to the firm and to its representative. This consent is also required for the renewal of a mandate. When the appointment of the auditor is made by law by the president of the [commercial court] or the court of appeal, he chooses from a list of recognized auditors to which the supervisor has given his approval.

(
1
)<W
2018-04-15/14
, art. 252, 021; Inwerkingtreding : 01-11-2018>

Art.

The supervisor may, by a decision motivated by reasons related to their status or their mandate as an approved auditor or approved audit firm, as determined by or pursuant to this Act, withdraw its consent, in accordance with Article 223, with an approved auditor, an approved deputy auditor, an approved audit firm, or a representative or deputy representative of such a firm. With this withdrawal, the mandate of the auditor ends.

Before an approved auditor resigns, the supervisor and the credit institution must be notified in advance, stating the reasons.

The recognition regulation governs the procedure.

In the absence of an approved deputy auditor or a deputy representative of an approved audit firm, the credit institution or the approved audit firm, respecting Article 223, must ensure their replacement within two months.

The proposal to dismiss an approved auditor from their mandate in a credit institution, as regulated by [1 Articles 3:66 and 3:67 of the Code of Companies and Associations]1, is submitted to the supervisor for advice. This advice is communicated to the general meeting.

(
1
)<W
2021-06-27/09
, art. 161, 026; Inwerkingtreding : 19-07-2021>

Art.

The approved auditors cooperate with the supervision of the supervisor, under their own and exclusive responsibility and in accordance with this article, according to the rules of the profession and the guidelines of the supervisor. To that end:

1° they assess the internal control measures taken by the credit institutions as referred to in Article 21, § 1, 2°, and applying Articles 21, § 1, 9°, 42 and 66, and they communicate their findings regarding this to the supervisor;

2° they report to the supervisor on:

a) the results of the limited review of the periodic statements that the credit institutions submit to the supervisor at the end of the first half-year, in which it is confirmed that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that the periodic statements as of the end of the half-year, with regard to accounting data, are in all material respects consistent with the accounting records and inventories, in terms of completeness, meaning that they contain all data from the accounting records and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they correctly represent the data from the accounting records and inventories on the basis of which the periodic statements are prepared; and they confirm that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared applying the booking and valuation rules for the preparation of the annual accounts with respect to the last financial year; the supervisor may further specify the periodic statements referred to here;

b) the results of the audit of the periodic statements that the credit institutions submit to the supervisor at the end of the financial year, in which it is confirmed that the periodic statements were prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that the periodic statements as of the end of the financial year, with regard to accounting data, are in all material respects consistent with the accounting records and inventories, in terms of completeness, meaning that they contain all data from the accounting records and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they correctly represent the data from the accounting records and inventories on the basis of which the periodic statements are prepared; and they confirm that the periodic statements as of the end of the financial year were prepared applying the booking and valuation rules for the preparation of the annual accounts; the supervisor may further specify the periodic statements referred to here;

3° they submit a special report to the supervisor at his request on the organization, operations, and financial structure of the credit institution; the costs for preparing this report are borne by the credit institution;

4° they, in the framework of their mandate at the credit institution or an audit mandate at an undertaking connected to the credit institution, report to the supervisor on their own initiative, as soon as they become aware of:

a) decisions, facts, or developments that may significantly affect the financial position of the credit institution or its administrative and accounting organization or its internal control;

b) decisions or facts that may indicate a violation of the Code of Companies and Associations, the articles of association, [5 this Act and its implementing decrees and regulations]5 [6 or European regulations]6;

c) other decisions or facts that may lead to a refusal to certify the annual accounts or to the formulation of qualifications;

5° [4 they report to the supervisor at least once a year on the adequacy of the measures taken by the credit institution to safeguard client funds applying Articles 65 and 65/1 and, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, of Article 74/1, and of the implementing measures taken by the King on the basis of these provisions;]4

[3
6° they annually submit to the supervisor a declaration indicating whether or not they have identified special mechanisms within the meaning of Article 21, § 1/1.]3

According to the modalities determined in Article 138, the Bank makes the information referred to in the provisions under 5° of the first paragraph available to the FSMA, to enable it to exercise the powers referred to in Article 45, § 1, 3° and § 2 of the Act of 2 August 2002.

Against approved auditors who have provided information in good faith as referred to in the first paragraph, 4°, no civil, criminal, or disciplinary claims may be brought, nor professional sanctions may be imposed.

[
2
The approved auditors communicate to the credit institutions the reports they address to the supervisor in accordance with the first paragraph, 3°. The reports referred to in this article that were communicated to the credit institution may only be communicated by the latter to third parties with the prior consent of the supervisor and under the conditions established by him. Communications made in violation of this paragraph are punished with the penalties provided for in Article 458 of the Penal Code. The approved auditors send the supervisor a copy of the communications they address to the credit institution and which concern matters that may be relevant for the supervision he exercises.]2

The approved auditors and the approved audit firms may, at the foreign branches of the institution on which they exercise supervision, [5 perform the audits and investigations]5 that fall within their mandate.

They may be instructed by the supervisor, if necessary at the request of the European Central Bank in its capacity as a monetary authority, to confirm that the data that these credit institutions must provide to these authorities are prepared completely, accurately, and in conformity with the applicable rules.

(
1
)<W
2016-10-25/05
, art. 43, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 173, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2021-06-02/03 , art. 22, 025; Inwerkingtreding : 28-06-2021> ( 4 )<W 2021-07-11/08 , art. 150, 027; Inwerkingtreding : 23-07-2021> ( 5 )<W 2022-07-20/40 , art. 342, 031; Inwerkingtreding : 06-10-2022> ( 6 )<W 2025-03-25/05 , art. 76, 035; Inwerkingtreding : 08-05-2025>

Art.

225/1. [
1
The approved auditor annually submits to the audit committee, on the one hand, if such a committee has been established, and to the statutory governing body, on the other hand, the additional declaration referred to in Article 11 of Regulation No. 537/2014. This declaration concerns in particular significant matters that have come to light during the exercise of his statutory audit of the annual accounts, and more specifically serious deficiencies in internal control with regard to financial reporting. This additional declaration is submitted no later than on the date of submission [2 of the report referred to in Articles 3:75 and 3:80 of the Code of Companies and Associations]2 and in Article 10 of Regulation No. 537/2014.

At the request of the supervisor, the audit committee or, if necessary, the statutory governing body, submits the additional declaration referred to in the first paragraph.]1

(
1
)<W
2016-12-07/02
, art. 136, 010; Inwerkingtreding : 31-12-2016> ( 2 )<W 2021-06-27/09 , art. 162, 026; Inwerkingtreding : 19-07-2021>

TITEL IV.

Resolution Plans

HOOFDSTUK I.

Preparation of Resolution Plans

Art.

§ 1. [1 After consultation with the supervisor, the resolution authority prepares a resolution plan for each credit institution that is not part of a group for which a group recovery plan is prepared.]1

§ 2. The resolution authority may require the credit institution to provide assistance in preparing and updating the resolution plan, and to provide it with all information necessary for this purpose. [2 The resolution authority may in particular oblige the credit institution to keep detailed data regarding financial contracts in which it is a party. If all or part of this information is already available with the supervisor, the supervisor transfers this information to the resolution authority.]2

§ 3. The resolution authority shares a summary of the key elements of the resolution plan with the credit institution.

[
2
§ 4. The resolution authority suspends the preparation of the resolution plan as long as the measures to reduce or eliminate impediments to resolvability have not been established in accordance with Article 231 [3, 231/1]3 and 232.

§ 5. The resolution authority transmits the resolution plan and any amendments thereto to the supervisor.]2

(
1
)<KB
2015-12-26/07
, art. 4, 005; Inwerkingtreding : 01-01-2016>
(
2
)<W
2016-06-27/09
, art. 7, 008; Inwerkingtreding : 16-07-2016>
(
3
)<W
2021-07-11/08
, art. 151, 027; Inwerkingtreding : 23-07-2021>

Art.

§ 1. The resolution plan determines the measures that may be taken by the resolution authority with regard to the credit institution if the conditions determined in Article 244, § 1, are fulfilled for this institution, in particular to ensure the continuity of its critical functions, to avoid undermining the stability of the Belgian and international financial systems, and to protect guaranteed deposits.

The resolution plan takes into account various scenarios, including the possibility that the failure of the credit institution is idiosyncratic or occurs in a context of general financial instability or systemic events.

The resolution plan does not take into account any exceptional public support, [1 without prejudice to the interventions of the Resolution Fund,]1 nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration, or interest that differ from standard conditions. The plan nevertheless contains an analysis of how and when the credit institution could recourse to central bank facilities, and indicates which assets could serve as collateral for this purpose.

§ 2. By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may further determine:

1° the minimum content of the resolution plan; and

2° the information that must be communicated by the credit institutions to the resolution authority, and the frequency with which this must be done.

(
1
)<W
2016-06-27/09
, art. 8, 008; Inwerkingtreding : 16-07-2016>

Art.

The resolution authority updates the resolution plan at least once a year and in any case after any change in the legal or organizational structure of the credit institution, its operations, or its financial position, which may have a significant impact on the plan or require an amendment to it.

[
1
For the purpose of applying the first paragraph, the credit institutions and the supervisor inform the resolution authority immediately of all changes that require an update or revision of the resolution plan.]1

[
2
The update referred to in the first paragraph is also carried out after the implementation of a resolution measure or the exercise of the power of write-down or conversion of relevant capital instruments and eligible liabilities referred to in Article 250.]2

(
1
)<W
2017-12-05/04
, art. 63, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2021-07-11/08 , art. 152, 027; Inwerkingtreding : 23-07-2021>

Art.

[
1
§ 1. The resolution authority may exempt the credit institutions referred to in Article 239, § 1, from the obligations of this Chapter.

§ 2. When the resolution authority grants an exemption applying paragraph 1, it applies the requirements determined in this Chapter based on the general situation of the central institution and the credit institutions affiliated with this institution as referred to in Article 239.

§ 3. Institutions that are under the direct supervision of the European Central Bank in accordance with Article 6, paragraphs 4 and 5, point b), of the SSM Regulation or whose operations constitute a significant part of the Belgian financial system cannot be exempted under paragraph 1. For the purpose of this paragraph, the operations of an institution are considered to constitute a significant part of the Belgian financial system if one of the following conditions is met:

1° the total value of its assets is greater than EUR 30,000,000,000; or

2° the ratio between its total assets and gross domestic product is greater than 20%.

§ 4. The resolution authority may derogate from the obligations under this Chapter regarding the content of the resolution plan, the frequency of updating the plan, or the information provision by the credit institution, insofar as such a derogation is justified in light of the impact that the failure and liquidation of the credit institution in the context of a liquidation procedure may have on the financial markets, on other credit institutions, on financing conditions, and on the economy in general. In doing so, the [2 resolution authority]2 takes into account in particular the nature of the operations of the credit institution, its shareholder structure, legal form, risk profile, size, and legal status, its interconnection with other credit institutions or the financial system in general, the perimeter and complexity of its operations, and the possible exercise of investment services or activities.]1

[
4
The resolution authority carries out this assessment after consultation, if appropriate, of the Bank in its capacity as a macroprudential authority.]4

[
3
§ 5. The resolution authority informs the EBA of the manner in which it has applied the provisions of this article.]3

(
1
)<W
2015-12-18/17
, art. 25, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-12-05/04 , art. 64, 015; Inwerkingtreding : 28-12-2017> ( 3 )<W 2018-03-11/07 , art. 248, 016; Inwerkingtreding : 26-03-2018> ( 4 )<W 2021-07-11/08 , art. 153, 027; Inwerkingtreding : 23-07-2021>

HOOFDSTUK II.

Assessment of Resolution Plans

Afdeling I.

Assessment of resolvability of credit institutions

Art.

In preparing and updating the resolution plan, the resolution authority, after consultation with the supervisor, assesses the resolvability of the credit institution.

A credit institution is considered resolvable if the resolution authority can credibly either place the credit institution in liquidation or resolve it by applying one or more resolution tools and powers, thereby avoiding as much as possible significant adverse effects on the financial systems of Belgium or other Member States, also in the event of general financial instability or systemic events, with the objective of ensuring the continuity of the critical functions of the credit institution.

By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may further determine the elements that the resolution authority must investigate to assess the resolvability of a credit institution in accordance with this article.

In assessing the resolvability of a credit institution, the resolution authority does not assume any exceptional public support, [1 without prejudice to the interventions of the Resolution Fund,]1 nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration, or interest that differ from standard conditions.

(
1
)<W
2016-06-27/09
, art. 9, 008; Inwerkingtreding : 16-07-2016>

Afdeling I/1.
[
1

Power to prohibit certain distributions]1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 154, 027; Inwerkingtreding : 23-07-2021>

Art.

230/1. [
1
§ 1. If a credit institution is in a situation where it meets the overall requirement for a Tier 1 capital buffer referred to in Article 95 according to the modalities of Article 98/1, but does not meet the overall requirement for a Tier 1 capital buffer when taken into account alongside the requirements referred to in Articles 267/5/1 and 267/5/2 as calculated in accordance with Article 267/3, § 2, 1°, the resolution authority is empowered to prohibit that credit institution from making distributions, for an amount higher than the maximum distributable amount, calculated in accordance with Article 230/4, by:

1° making distributions related to Tier 1 capital;

2° incurring an obligation to pay variable remuneration or distributions under discretionary pension, or to pay variable remuneration if the obligation to pay was incurred or is to be executed at the time when the credit institution did not meet the overall requirement for a Tier 1 capital buffer; or

3° making payments on Additional Tier 1 instruments.

§ 2. A credit institution immediately notifies the resolution authority that it is in the situation referred to in this article.]1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 155, 027; Inwerkingtreding : 23-07-2021>

Art.

230/2. [
1
§ 1. The resolution authority assesses without delay and after consulting the supervisor whether it will exercise the power referred to in Article 230/1, taking into account each of the following elements:

1° the reason, duration, and extent of the non-compliance and its consequences for resolvability;

2° the manner in which the financial situation of the credit institution evolves and the likelihood that it will meet the condition referred to in Article 244, § 1, 1°;

3° the prospect that the credit institution will be able to comply with the requirements referred to in Article 230/1 within a reasonable time;

4° if the credit institution is unable to ensure the replacement of liabilities that no longer meet the criteria to qualify or the maturity criteria established in Articles 72ter and 72quater of Regulation No. 575/2013, or in Article 267/5 or Article 267/5/4, § 2, if that inability is inherent to the credit institution or is due to market-wide disruption;

5° whether the exercise of that power is the most suitable and proportionate means to address the situation of the credit institution, given the possible consequences for both the financing conditions and the resolvability of the credit institution concerned.

§ 2. As long as the credit institution is in the situation referred to in Article 230/1, the resolution authority reassesses at least every month whether it exercises the power referred to in that article.]1

(
1
)<Ingevoegd bij W
2021-07-11/08
, art. 156, 027; Inwerkingtreding : 23-07-2021>

Art.

230/3

§ 1. If the resolution authority finds that the credit institution is still in the situation referred to in Article 230/1 nine months after it reported that situation, the resolution authority shall exercise the power referred to in Article 230/1, after consulting the supervisor, unless the resolution authority finds after an assessment that at least two of the following conditions are met:
1° the non-compliance is attributable to a serious disturbance in the functioning of financial markets, which gives rise to general tension in various segments of the financial markets; 2° the disturbance referred to in point 1° leads not only to greater price volatility of the equity instruments and eligible liabilities of the credit institution or higher costs, but also to a total or partial closure of the markets, which prevents the credit institution from issuing equity instruments and eligible liabilities on those markets; 3° the market closure referred to in point 2° is observable not only for the credit institution concerned, but also for various other credit institutions or entities referred to in Article 424; 4° the disturbance referred to in point 1° prevents the credit institution concerned from issuing equity instruments and eligible liabilities that are sufficient to remedy the non-compliance; or 5° the exercise of the power referred to in Article 230/1 may lead to negative spillover effects for the entire or part of the banking sector, which threaten to undermine financial stability.

§ 2. If the exception referred to in paragraph 1 applies, the resolution authority shall notify its decision to the supervisor and explain its opinion in writing. The resolution authority shall reassess every month whether the exception referred to in paragraph 1 applies.

(1) <Inserted by Law 2021-07-11/08, art. 157, 027; Entry into force: 23-07-2021>

Art. 230/4

§ 1. The maximum distributable amount with regard to the minimum requirement for own funds and eligible liabilities is calculated by multiplying the amount calculated in accordance with paragraph 2 by the factor determined in accordance with paragraph 3. The maximum distributable amount with regard to the minimum requirement for own funds and eligible liabilities shall be reduced by any amount resulting from any of the actions referred to in Article 230/1.

§ 2. The amount to be multiplied referred to in paragraph 1 consists of:
1° all interim profits that have not been included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding all profit distributions or payments resulting from the actions referred to in Article 230/1; increased with 2° all year-end profits that have not been included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding all profit distributions or payments resulting from the actions referred to in Article 230/1; and reduced by 3° amounts that would be due as tax if the elements mentioned in points 1° and 2° were retained.

§ 3. The factor referred to in paragraph 1 is determined as follows:
1° if the Tier 1 core capital held by the credit institution that is not used to meet any of the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the first (i.e., lowest) quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0; 2° if the Tier 1 core capital held by the credit institution that is not used to meet any of the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the second quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.2; 3° if the Tier 1 core capital held by the credit institution that is not used to meet the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the third quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.4; 4° if the Tier 1 core capital held by the credit institution that is not used to meet the requirement established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the fourth (i.e., highest) quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.6.

The lower and upper bounds of each quartile of the global requirement for a Tier 1 core capital buffer are calculated as follows:
lower bound of quartile = (global requirement for a Tier 1 core capital buffer / 4) x (Qn - 1); upper bound of quartile = (global requirement for a Tier 1 core capital buffer / 4) x Qn; where "Qn" = the serial number of the relevant quartile.

(1) <Inserted by Law 2021-07-11/08, art. 158, 027; Entry into force: 23-07-2021>

Section II.

Reduction or removal of impediments to the resolvability of credit institutions

Art. 231. If, after assessing the resolvability of a credit institution in accordance with Article 230, the resolution authority, after consulting the supervisor, considers that there are significant impediments to the resolvability of the credit institution, it shall notify the credit institution concerned [1, the resolution authorities in the jurisdictions where significant branches are established]1 and the supervisor thereof in writing, describing the identified impediments. [2 The resolution authority shall also notify the EBA thereof in good time.]2

Within four months of the date of receipt of the notification referred to in the first paragraph, the credit institution shall propose measures to the resolution authority to reduce or remove the identified impediments.

(1) <Law 2016-06-27/09, art. 10, 008; Entry into force: 16-07-2016> (2) <Law 2019-05-02/25, art. 37, 019; Entry into force: 31-05-2019>

Art. 231/1. [1 Within two weeks of the date of receipt of a notification made in accordance with Article 231, the credit institution shall inform the resolution authority of possible measures and the timetable for their implementation to ensure that the credit institution complies with Article 267/5/3 or 267/5/4 and with the global requirement for a Tier 1 core capital buffer, if a significant impediment to resolvability is due to one of the following situations:
1° the credit institution is in the situation referred to in Article 230/1; or 2° the credit institution does not comply with the requirements referred to in Articles 92bis and 494 of Regulation No. 575/2013, nor with the requirements referred to in Articles 267/5/1 and 267/5/2.

The timetable for the implementation of the measures proposed in the first paragraph shall take into account the reasons for the significant impediment.
The resolution authority shall assess, after consulting the supervisor, whether the measures proposed under this article actually address or remove the significant impediment concerned.]1

(1) <Inserted by Law 2021-07-11/08, art. 159, 027; Entry into force: 23-07-2021>

Art. 232. If the resolution authority, after consulting the supervisor, considers that the measures proposed by the credit institution in accordance with Article 231, second paragraph, [2 or Article 231/1]2 do not remove or sufficiently reduce the impediments to the resolvability of the credit institution identified, it shall require the credit institution to take other measures. [1 In establishing those other measures, the resolution authority shall demonstrate why the measures proposed by the credit institution could not remove the impediments to resolvability and why the other measures for removing the impediments are proportionate. The resolution authority shall take into account the threat posed by those impediments to resolvability to financial stability, and the consequences of the measures for the business activities of the credit institution, its stability, and its ability to contribute to the economy. After consulting the supervisor and the National Bank in its capacity as a macroprudential authority, the resolution authority shall also take into account the potential effect of those measures on the credit institution concerned, on the internal market for financial services, and on financial stability in other Member States and in the Union as a whole.]1

The resolution authority may in particular require the credit institution to:
1° adapt group financial support agreements, evaluate the absence of such agreements, or conclude service agreements, within the group or with third parties, to ensure the exercise or provision of one or more critical functions; 2° limit the maximum amount of its individual and total risk exposures; 3° provide additional information relevant for resolution on an ad hoc or regular basis; 4° transfer certain assets; 5° limit, suspend, or cease certain existing or planned activities; 6° reduce or cease the development of certain activities or the sale of certain products; 7° modify its legal or operational structures or those of one or more entities over which it has direct or indirect control, in order to reduce their complexity and ensure that critical functions can be legally and operationally separated from other functions by applying resolution tools; 8° ensure the establishment of a financial holding company that takes control of the credit institution concerned or, in the event that it is a subsidiary of a mixed financial holding company, ensure that the latter establishes a separate financial holding company to exercise control over the credit institution, if this is necessary to facilitate its resolution and to avoid the application of resolution tools and the exercise of resolution powers having a negative impact on the non-financial part of the group; 9° renegotiate the terms of the additional Tier 1 instruments or additional Tier 2 instruments issued by it to ensure that a decision by the resolution authority to write off or convert these instruments is enforceable under the law applicable to these instruments; 10° [2 submit a plan to restore compliance with the requirements of Articles 267/5/3 or 267/5/4, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, and, where applicable, to the global requirement for a Tier 1 core capital buffer and to the requirements referred to in Articles 267/5/3 or 267/5/4, expressed as a percentage of the total exposure measure as referred to in Articles 429 and 429bis of Regulation No. 575/2013; 11° issue eligible liabilities as referred to in Article 242, 10/1°, to comply with the requirements of Articles 267/5/3 or 267/5/4; 12° take other measures to comply with the minimum requirements for own funds and eligible liabilities in accordance with Articles 267/5/3 or 267/5/4, and in particular strive to renegotiate any eligible liability, additional Tier 1 capital instrument, or Tier 2 capital instrument it has issued, to ensure that any decision by the resolution authority to write off or convert that liability or capital instrument is executed under the law of the jurisdiction applicable to that liability or capital instrument; 13° to ensure ongoing compliance with Articles 267/5/3 or 267/5/4, modify the maturity profile of:

the additional Tier 1 capital instruments or Tier 2 capital instruments, after having obtained the consent of the supervisor, and
the eligible liabilities referred to in Articles 267/5 and 267/5/4, § 2, 1°.]2

[1 The decision of the resolution authority shall be adequately motivated, in particular with regard to the application of the proportionality requirement referred to in the first paragraph, and shall be notified in writing to the credit institution. It shall submit a plan for the implementation of that decision within one month.]1

(1) <Law 2016-06-27/09, art. 11, 008; Entry into force: 16-07-2016> (2) <Law 2021-07-11/08, art. 160, 027; Entry into force: 23-07-2021>

Art. 232/1. [1 If the resolution authority, when assessing the resolvability of a credit institution or entity as referred to in Article 424, 2° to 4°, or at any other time finds that within a category of obligations comprising eligible liabilities, the amount of liabilities without the contractual bail-in clause referred to in Article 267/15, § 1, together with the liabilities that are excluded from the application of the internal bail-in instrument in accordance with Article 242, 10°, or that are likely to be excluded in accordance with Article 267/2, § 2, exceeds 10% of that category, it shall immediately assess what consequences this particular fact has for the resolvability of that credit institution or entity, including the consequences for resolvability resulting from the risk of breaches of the safeguards for creditors regulated in Article 282, § 2 when exercising write-down and conversion powers on eligible liabilities.

If the resolution authority concludes on the basis of the assessment referred to in the preceding paragraph that the liabilities that do not contain the contractual provision referred to in Article 267/15, § 1, first paragraph, in accordance with Article 267/15, § 2, constitute a significant impediment to resolvability, it shall, where appropriate, apply the powers referred to in Articles 231 to 232 and 449 to 451 in such a way that the impediment to resolvability is removed.]1

(1) <Inserted by Law 2021-07-11/08, art. 161, 027; Entry into force: 23-07-2021>

TITLE V.

Withdrawal of the licence

Art. 233. By decision notified by registered letter or letter with proof of receipt, the [1 European Central Bank]1 withdraws the licence of credit institutions that have not commenced their activities within twelve months of the granting of the licence, that expressly waive their licence, that have been declared bankrupt, or that have ceased their activities for more than 6 months.

[2 The European Central Bank shall also withdraw the licence of credit institutions as referred to in Article 1, § 3, first paragraph, 2° when their average total assets over five consecutive years fall below the thresholds referred to in that article.]2

The decision to withdraw the licence and the reasons therefor shall be notified by the [1 European Central Bank]1 to the European Banking Authority.

(1) <Royal Decree 2014-04-25/08, art. 400, 002; Entry into force: 04-11-2014> (2) <Law 2021-07-11/08, art. 162, 027; Entry into force: 06-10-2022>

TITLE VI.

Recovery measures

CHAPTER I.

Mandatory measures

Art. 234. § 1. [6 When the supervisor finds that a credit institution is not operating in accordance with the following provisions or when it has data indicating that there is a risk that this institution will no longer operate in accordance with these provisions in the next 12 months:
1° the provisions of this Act or its implementing decrees and regulations; 2° the provisions of Regulation No. 575/2013, Regulation No. 600/2014, Regulation 2017/565 [7 or Regulation 2022/2554,]7 or [7 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402]7; 3° the provisions of the delegated acts adopted in accordance with the provisions referred to in point 2° or in accordance with the European directives transposed by this Act; or 4° the provisions of the implementing acts adopted in accordance with the provisions referred to in point 2°, in accordance with the European directives transposed by this Act or in accordance with the delegated acts referred to in point 3°, it shall set the period within which this situation must be remedied.]6

§ 2. As long as the credit institution has not remedied the situation referred to in paragraph 1, the supervisor may at any time:
1° impose own funds requirements that are stricter or constitute a supplement to those provided for by or under Article 92 of Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 2° impose the application of special rules on valuation or write-downs in the context of the own funds requirements imposed by or under Article 92 of Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 3° impose the total or partial retention of distributable profits; 4° limit or prohibit all dividend distributions or payments, in particular of interest, to shareholders or holders of additional Tier 1 capital instruments, insofar as the suspension of the payments resulting therefrom does not lead to the opening of a liquidation procedure under the provisions [4 of Book XX of the Code of Economic Law]4; 5° require that variable remuneration be limited to a percentage of profit; 6° [6 impose specific liquidity requirements]6 that are stricter than those provided for by or under Regulation No. 575/2013 or the regulations adopted pursuant to Article 98, including restrictions on mismatches between the assets and liabilities of the institution; 7° require that the institution limit the risk associated with certain activities or products or with its organization, if necessary by imposing the total or partial transfer of its business or its network; 8° impose standards on risk concentration or to limit exposures that are stricter than those provided for by or under Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 9° impose an additional reporting obligation or more frequent reporting than provided for by or under Article 106, in particular for reporting on risks, own funds, or liquidity positions; 10° require more comprehensive and more frequent disclosures than those provided for by or under Article 75 or Regulation No. 575/2013; [1 11° impose the measures [6 referred to]6 in Article 116, § 2, second paragraph, 3° and 5°; 12° require that the institution draw up a plan for conducting negotiations with creditors on the restructuring of debts, if necessary in accordance with the recovery plan.]1

[5
§ 2/1. Notwithstanding the conditions for the application of paragraphs 1 and 2 and without prejudice to Article 150, § 1, the supervisor shall impose the measure referred to in paragraph 2, 1°, if the credit institution does not comply with the requirements of Articles 21 and 94 of this Act or of Article 393 of Regulation No. 575/2013 and it is unlikely that other supervisory measures would be sufficient to ensure that these requirements can be met within a reasonable time. In that case, Articles 150, § 2, 150/3 and 150/4 shall apply.]5

[5
§ 2/2. The measure referred to in paragraph 2, 9° may only be imposed if this obligation is appropriate and proportionate with regard to the purpose for which the information is needed, and the information requested does not lead to duplication. For the purposes of paragraph 2, 9° and of Sections II to IV of Chapter II of Title V of Book II, all information that is essentially identical to information already communicated to the supervisor in accordance with another statutory or regulatory provision or that can be produced by the supervisor shall be considered to lead to duplication. The supervisor shall not require that information already received be communicated in a different format or level of granularity insofar as this difference does not prevent the supervisor from producing information of the same quality and reliability as the information that would be required.]5

§ 3. When the supervisor considers that the measures taken by the institution within the period set in accordance with paragraph 1 to remedy the identified situation are satisfactory, it shall, according to the modalities it determines, lift all or part of the measures it has decided upon in accordance with paragraph 2.

§ 4. The supervisor shall notify the European Banking Authority of the method used to support the finding that there is a risk that an institution will no longer operate in accordance with the provisions referred to in paragraph 1 in the next 12 months.

[1
§ 5. The supervisor shall notify the resolution authority without delay as soon as it finds that the conditions referred to in paragraph 1 are met for a credit institution.]1

(1) <Law 2016-06-27/09, art. 12, 008; Entry into force: 16-07-2016> (2) <Law 2016-10-25/05, art. 44, 009; Entry into force: 01-12-2016> (3) <Law 2017-11-21/08, art. 174, 014; Entry into force: 03-01-2018> (4) <Law 2019-05-02/25, art. 38, 019; Entry into force: 31-05-2019> (5) <Law 2021-07-11/08, art. 163, 027; Entry into force: 23-07-2021> (6) <Law 2022-07-20/40, art. 343, 031; Entry into force: 06-10-2022> (7) <Law 2025-03-25/05, art. 77, 035; Entry into force: 08-05-2025>

CHAPTER II.

Implementation of the recovery plan

Art.

As long as the institution has not remedied the situation referred to in Article 234, § 1, and without prejudice to the measures referred to in paragraph 2 of this article, the supervisor may at any time and according to the modalities he determines, require the institution to implement the [1 recovery plan] 1 referred to in Article 108 in whole or in part.

(
1
)<W
2022-07-20/40
, art. 344, 031; Inwerkingtreding : 06-10-2022>

CHAPTER III.

Exceptional recovery measures

Art.

236
.§ 1. When the supervisor finds that a credit institution does not or no longer complies with the measures taken in application of Article 234, § 2, or that the situation has not been remedied after the expiry of the period fixed in application of Article 234, § 1, the supervisor may, without prejudice to the other provisions of this Act, 1° appoint a special commissioner. In this case, for all acts and decisions of all bodies of the institution, including the general meeting, as well as for those of the persons responsible for management, their written, general or specific authorization is required; the supervisor may, however, limit the transactions for which authorization is required. The special commissioner may submit to all bodies of the institution, including the general meeting, any proposal he deems useful. The members of the management and supervisory bodies and the persons responsible for management who perform acts or take decisions without the required authorization of the special commissioner are jointly liable for the damage resulting therefrom for the institution or for third parties. If the supervisor has published the appointment of a special commissioner in the Belgian Official Journal, specifying the acts and decisions for which his authorization is required, all acts and decisions without this required authorization are void, unless the special commissioner ratifies them. Under the same conditions, all decisions of the general meeting without the required authorization of the special commissioner are void, unless he ratifies them. The remuneration of the special commissioner is fixed by the supervisor and borne by the institution. The supervisor may appoint an alternate commissioner; 2° [11 order the replacement of all or part of the members of the statutory governing body, the management committee and/or, where appropriate, the persons responsible for the effective management of the credit institution, within a period he determines and, if no replacement takes place within this period, dismiss one or more members of the statutory governing body or of the management committee and/or, where appropriate, one or more persons responsible for the effective management of the institution, or appoint one or more provisional administrators in place of part or all of the management and supervisory bodies of the institution who shall have, alone or collectively, as the case may be, the powers of the replaced persons. The supervisor publishes his decision in the Belgian Official Journal. When circumstances justify it, the supervisor may appoint one or more provisional administrators without previously ordering the replacement of all or part of the leaders of the institution. With the consent of the supervisor, the provisional administrator(s) may convene a general meeting and set its agenda. The mandate of the replaced persons, in particular that of member of the statutory governing body or of the management committee, ends upon
notification of the supervisor's decision to replace them by one or more provisional administrators. The credit institution fulfills the disclosure formalities required in case of termination of the mandates concerned. The supervisor may, with due regard to the provisions of European Union law, derogate from the reporting obligations established by or pursuant to this Act for the credit institution in respect of which he has taken a measure consisting in the appointment of one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the supervisor and borne by the institution concerned. The supervisor may replace the provisional administrator(s) at any time, either ex officio or at the request of a majority of shareholders or partners, when they demonstrate that the policy of the persons concerned no longer provides the necessary guarantees;] 11 3° order the institution to convene a general meeting of shareholders within the period he determines, of which he sets the agenda; 4° for the duration he determines, suspend or prohibit the direct or indirect exercise of the business of the institution in whole or in part; this suspension may, to the extent determined by the supervisor, result in the full or partial suspension of the performance of ongoing contracts. The members of the management and supervisory bodies and the persons responsible for management who perform acts or take decisions despite the suspension or prohibition are jointly liable for the damage resulting therefrom for the institution or for third parties. If the supervisor has published the suspension or prohibition in the Belgian Official Journal, all acts and decisions contrary thereto are void; 5° order a credit institution to transfer the shares it holds, in accordance with Articles 89 and 90 of [11 Regulation No. 575/2013. In that case, Article 54, second paragraph applies] 11 ; [2 5°/1 order the institution to transfer part or all of its business or its network. In that case, Articles 77, [11 first paragraph] 11 , 4°, and 78 apply if the transfer takes place between credit institutions or between such an institution and other financial institutions [5 or Articles 4 and 15 of Regulation 2015/2365] 5 ;] 2 6° [9 revoke the authorization. The European Central Bank may not, however, revoke the authorization when the deficiency of the credit institution consists solely in the failure to comply with the requirements of Articles 92bis or 92ter of Regulation No. 575/2013. The decision to revoke and the reasons therefor are brought to the knowledge of the European Banking Authority by the European Central Bank.] 9 [12 In addition to and without prejudice to Article XX.1 of the Code of Economic Law, the appointment of a special commissioner or of a provisional administrator, under whatever name, at a credit institution falls within the exclusive competence of the supervisor.] 12 § 2. Notwithstanding the conditions for the application of
paragraph 1, the supervisor may in cases of extreme urgency [2 or when the seriousness of the facts justifies it] 2 take the measures referred to in the aforementioned paragraph 1 without previously imposing a period. § 3. The decisions of the supervisor referred to in paragraph 1 have effect for the institution from the date of their notification by registered letter with acknowledgment of receipt and, for third parties, from the date of their publication in accordance with the provisions of paragraph 1. § 4. The supervisor may also take the measures referred to in this article when a credit institution has obtained a license by means of false statements or in any other irregular manner. [3 § 4/1. [10 When the measures referred to in this article are imposed due to non-compliance with the obligations established by or pursuant to this Act to implement Directive 2014/65/EU and Directive 2019/2162/EU, the supervisor publishes the imposition of those measures in accordance with, respectively, Articles 71 and 24 of those directives. Pursuant to the aforementioned Articles 71 and 24, the supervisor may, when appeals are lodged against decisions imposing such measures, publish these decisions taking into account the circumstances. In that case, he also promptly publishes the status and outcome of the appeal. In cases where the supervisor publishes such decisions without mentioning names, the anonymized data may be made public once the reasons justifying anonymity cease to exist.] 10 ] 3 § 5. When the supervisor has knowledge that a credit institution [7 has put in place a special mechanism within the meaning of Article 21, § 1/1] 7 , Article 234, §§ 1 and 2, as well as paragraph 1, [11 ...] 11 1°, 2°, 4° and 6° and paragraphs 2 and 3 of this article apply. [4 § 5/1. Article 234, § 1, and paragraph 1, first paragraph, 2°, 3°, 4° and 6° and paragraphs 2 and 3 of this article apply when the supervisor finds that a credit institution does not operate in accordance with the provisions of Title II of Regulation No. 648/2012.] 4 § 6. In case of serious and systematic violation of the rules referred to in Article 45, § 1, first paragraph, 3°, or § 2 of the Act of 2 August 2002, the [1 European Central Bank] 1 may revoke the authorization, where appropriate at the request of the Bank, following a request from the FSMA, according to the procedure and rules determined by Article 36bis of that same Act. § 7. [12 When the supervisor finds that a person who exercises or has exercised a function referred to in Article 19, § 1, first paragraph, no longer meets the legal requirement to possess the necessary professional reliability and appropriate expertise, the supervisor may impose on that person a prohibition to exercise functions at credit institutions, the duration of which may not exceed five years. The Bank may supplement a prohibition decision taken under the first paragraph with a prohibition to exercise functions in other institutions referred to in Article
36/2, § 1, of the Act of 22 February 1998. The prohibition decisions taken under the first and second paragraphs specify the nature of the prohibited functions. The prohibition decisions taken under the first and second paragraphs are brought to the knowledge of the person concerned and of the credit institution where that person exercised a function referred to in Article 19, § 1, first paragraph. The Bank informs the FSMA of these decisions.] 12 § 8. The [6 commercial court] 6 rules, at the request of any interested party, on the nullities referred to in paragraph 1, second paragraph, 1° and 4°. The action for nullity is brought against the institution. If justified for serious reasons, the plaintiff may in summary proceedings request the provisional suspension of the challenged acts or decisions. The suspension order and the judgment of nullity have effect against everyone. If the suspended or annulled act or decision has been published, the suspension order and the judgment of nullity are published in extract in the same manner. When the nullity may impair the rights that a third party in good faith has acquired with regard to the institution, the court may declare that such nullity has no effect with regard to the rights concerned, without prejudice to the possible right of the plaintiff to damages. The action for nullity may no longer be brought after the expiry of a period of six months from the date on which the acts or decisions concerned can be invoked against the person invoking their nullity, or are known to him.

(
1
)<KB
2014-04-25/08
, art. 401, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2016-10-25/05 , art. 45, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2017-11-21/08 , art. 175, 014; Inwerkingtreding : 03-01-2018> ( 4 )<W 2017-12-05/04 , art. 35, 015; Inwerkingtreding : 28-12-2017> ( 5 )<W 2018-07-30/10 , art. 91, 017; Inwerkingtreding : 20-08-2018> ( 6 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018> ( 7 )<W 2021-06-02/03 , art. 23, 025; Inwerkingtreding : 28-06-2021> ( 8 )<W 2021-06-27/09 , art. 163, 026; Inwerkingtreding : 19-07-2021> ( 9 )<W 2021-07-11/08 , art. 164, 027; Inwerkingtreding : 23-07-2021> ( 10 )<W 2021-11-26/04 , art. 14, 029; Inwerkingtreding : 08-07-2022> ( 11 )<W 2022-07-20/40 , art. 345, 031; Inwerkingtreding : 06-10-2022> ( 12 )<W 2023-12-20/08 , art. 42, 033; Inwerkingtreding : 25-01-2024>

Art.

236/1
. [1
§ 1. The special commissioner and the provisional administrator(s) referred to in Article 236, § 1 contribute, at the expense of the supervisor, to the exercise of his statutory mission. In the framework of this mission:

they act exclusively within the framework of the objective set out in Article 1, § 2;
they follow the instructions of the supervisor regarding the manner in which their entrusted specific mission must be carried out;
they are subject to the same obligations regarding professional secrecy as those applicable to the Bank in the framework of the supervisory mission established by this Act; prior authorization from the supervisor is required for the use of statutory exceptions;
at the request of the supervisor, according to the modalities he determines, they report on the financial position of the institution and on the measures they have taken in the framework of their mission, as well as on the financial position at the beginning and at the end of that mission.
§ 2. Their supporting role vis-à-vis the supervisor, as described in paragraph 1, implies that they cannot be considered as such as an administrative authority.
The replacement of the full management and supervisory bodies of the credit institution by provisional administrators, in accordance with Article 236, § 1, 2°, implies that the latter are not to be considered as directors or members of the statutory governing body within the meaning of the Code of Companies and Associations, but only that they have the powers of the replaced persons, in particular to perform the acts that enable the credit institution to comply with its statutory and regulatory obligations, in particular those established by or pursuant to the Code of Companies and Associations. No discharge is granted to them by a decision or vote as referred to in the Code of Companies and Associations; they are solely accountable to the supervisor for their mission, who grants them discharge where appropriate.] 1

(
1
)<Ingevoegd bij W
2022-07-20/40
, art. 346, 031; Inwerkingtreding : 06-10-2022>

Art.

237
.[1
§ 1.] 1 The Bank informs the FSMA of the [3 measures] 3 taken in accordance with Articles 233 to 236 and keeps the FSMA informed of the handling of the appeal against these [3 measures] 3 .
It also informs the competent authorities supervising the credit institutions of other Member States where a credit institution under Belgian law has established a branch or carries out activities as referred to in Article 4 in the framework of the free provision of services. [4 When the Bank imposes a measure in application of the provisions of the first paragraph due to non-compliance with obligations established by or pursuant to Directive 2019/2162/EU, it informs the European Banking Authority thereof, as well as of the status and outcome of any appeal procedures.] 4 [1 § 2. Furthermore, the supervisor informs the resolution authority of the measures taken in application of Articles 234 to 236 as well as of the finding that the circumstances referred to in Article 234, § 1, and Article 236, § 1, which may give rise to the application of the measures provided for in these provisions, have occurred.] 1 [2 § 3. The resolution authority is competent to require, based on the information referred to in paragraph 2, the credit institution concerned to contact potential acquirers to prepare for the resolution of the credit institution, subject to the conditions determined in Article 257, § 1.] 2

(
1
)<W
2015-12-18/17
, art. 26, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-07-31/11 , art. 27, 011; Inwerkingtreding : 11-08-2017> ( 3 )<W 2021-06-27/09 , art. 164, 026; Inwerkingtreding : 19-07-2021> ( 4 )<W 2021-11-26/04 , art. 15, 029; Inwerkingtreding : 08-07-2022>

Art.

238
.[2
§ 1.] 2 [2
Credit institutions whose license has been withdrawn or revoked in application of Articles 233, first paragraph and 236 remain subject to the European legal provisions directly applicable to them, to the provisions of this Act and to the various standards adopted to implement it 1° until the funds received from the public and the financial instruments owed to clients are repaid, for credit institutions within the meaning of Article 1, § 3, first paragraph, 1° ; or 2° until the obligations arising from funds and financial instruments owed to clients are settled or repaid, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, unless the supervisor exempts them from certain rules.] 2 This article does not apply to the withdrawal of the license of a credit institution declared bankrupt. [2 § 2. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, whose license has been withdrawn in application of Article 233, second paragraph, remain subject to the European legal provisions directly applicable to them, to the provisions of this Act and to the various standards adopted to implement it, until the date on which they obtain a license under Article 491. If the license referred to in Article 491 is refused, they remain subject to those provisions and standards until the obligations arising from funds and financial instruments owed to clients are settled or repaid.] 2

(
1
)<W
2019-05-02/25
, art. 39, 019; Inwerkingtreding : 31-05-2019> ( 2 )<W 2021-07-11/08 , art. 165, 027; Inwerkingtreding : 06-10-2022>

TITLE VII.

Federations of credit institutions

Art.

239.
§ 1. In this article are meant the credit institutions [3 in the sense of Article 1, § 3, first paragraph, 1°,] 3 which carry on their business in the following circumstances:
1° they are permanently affiliated with a central institution to which the provisions of Titles I to VI of this Book apply and with which they form a federation on the basis of affiliation rules approved by the [1 European Central Bank] 1; 2° the obligations of the affiliated institutions and of the central institution constitute joint and several obligations; 3° for the transactions and the organization of the affiliated institutions, a uniform internal regulation of the federation applies; 4° the central institution exercises direct supervision over the affiliated institutions and is empowered to give them instructions regarding their policy, their transactions, and their organization. § 2. Without prejudice to compliance with the other provisions of this Book, of Book III, Title III, and of Books IV, V, VI, and VIII, the following provisions shall apply as follows to the credit institutions referred to in paragraph 1:
1° the decision on the authorization shall be taken after the central institution has communicated its opinion to the Bank regarding the institution's compliance with the affiliation conditions and the conditions referred to in paragraph 1 of this article. The affiliated institutions shall mention their affiliation in their articles of association, on their shares, securities, documents, correspondence, and in their advertising. The authorization shall lapse upon termination of the affiliation in accordance with the applicable rules for the federation; the federation shall notify the supervisor thereof at least one month in advance, who may require all necessary measures for the protection of the rights of creditors. Decisions concerning authorization need not be published on the list of credit institutions; 2° the minimum amount of capital referred to in Article 17 is required based on the combined position of the central institution and its affiliated institutions; 3° Article 19 does not apply to the managers of the affiliated institutions; 4° Article 55 applies based on the combined position of the central institution and its affiliated institutions; 5° Article 72, § 1 is extended to all affiliated institutions for loans, credits, and guarantees to directors or managers of the central institution; it does not apply to loans, credits, and guarantees made by the central institution or another affiliated institution to directors of affiliated institutions who do not exercise a daily management function, provided that these loans, credits, or guarantees comply with the conditions applicable to the federation and approved by the [1 European Central Bank] 1; 6° Articles 86 to 92 and Article 89 of Regulation No. 575/2013 apply based on the combined position of the central institution and its affiliated institutions; 7° Articles 94 to 107, 149 to 152, and the regulations adopted pursuant to Article 98, as well as Articles 92, 412, and 413 of Regulation No. 575/2013, apply based on the combined position of the central institution and its affiliated institutions; 8° without prejudice to compliance with these provisions by the central institution itself, paragraph 2 of Article 106 and Article 107, which prescribe various notifications and disclosures, apply based on the combined position of the central institution and its affiliated institutions; 9° the central institution ensures that the provisions of this Title and the provisions adopted to implement it are complied with by the affiliated institutions; it also ensures their policy, their administrative and accounting organization, and their internal control; 10° Chapter IV of Title III of this Book does not apply to the affiliated institutions individually. The mandates and duties of the statutory auditors working at the central institution relate to the combined position and operation of the federation. These auditors may exercise on-site supervision at the affiliated institutions as they deem
necessary. They report to the bodies of the central institution. The affiliated institutions may not grant loans, credits, or guarantees to the statutory auditors, nor assign them any remuneration or benefits; 11° the statutory auditors working at the central institution have the same duties regarding the combined periodic statements and the combined annual accounts of the federation as regarding the periodic statement and annual account of the central institution; 12° [2 by derogation from Article 3:73 of the Code of Companies and Associations, affiliated institutions with the legal form of a cooperative company are not obliged to appoint one or more auditors, regardless of their size. When they have not appointed an auditor, Articles 3:100 and 3:101 of the same Code apply. Affiliated institutions are not required to separately file their annual accounts as required by Article 106, § 1. The partners of the affiliated institutions and any interested party always have the right to inspect, on site, the latest annual accounts of these institutions;] 2 13° [2 by derogation from Article 2:5, § 1, second paragraph, of the Code of Companies and Associations, affiliated institutions with the legal form of a cooperative company] 2 may be established by special public or private deed. Deeds modifying the articles of association may, regardless of the form of the founding deed, also be drawn up by special public or private deed.

(
1
)<KB
2014-04-25/08
, art. 402, 002; Entry into force: 04-11-2014> ( 2 )<W 2021-06-27/09 , art. 165, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08 , art. 166, 027; Entry into force: 06-10-2022>

Art.

240
. The recognized credit unions of Crelan nv form with it a federation of credit institutions within the meaning of Article 239. The board of directors of Crelan nv recognizes the credit union that meets the conditions set out in the affiliation rules established by the board of directors pursuant to Article 239, § 1, 1°. The executive committee draws up the uniform internal regulation of the federation of credit institutions, pursuant to Article 239, § 1, 3°, and exercises, with respect to these unions, the powers referred to in Article 239, § 1, 4°.

Art.

241
. § 1. The affiliation rules of the bank federation referred to in Article 240 shall contain the necessary provisions for the implementation and execution of Article 239. Without prejudice to the powers entrusted to the supervisor pursuant to Article 239, § 2, 1°, the waiver of recognition or the voluntary cessation of banking activities by a recognized association may not be subject to any condition other than respecting a notice period ending on 31 December of the year following the year in which the notice of waiver of recognition or of the cessation of credit and deposit activities is given to the central institution. The board of directors of Crelan nv may, however, by reasoned decision, allow the waiver of recognition or the voluntary cessation of credit and deposit activities to take effect at an earlier time. § 2. The recognized credit unions may jointly or with third parties acquire control over the central institution. A recognized credit union may not acquire exclusive or joint control over this institution without first offering the other recognized credit unions the opportunity to participate in this control in proportion to the following accounting elements, as booked on 31 December of the year preceding the date of acquisition, after the processing of the result, and as described by the regulation on the annual accounts of credit institutions: reserves, revaluation surpluses, provisions for future risks, and carried-forward negative results.

TITLE VIII.

Resolution of Credit Institutions

CHAPTER I.

Definitions

Art.

242
.[5
For the purposes of Book II, Title IV and Title VIII, and of Book XI, as well as of the decrees and regulations adopted to implement them, the following terms shall mean:] 5 1° resolution measure: the decision of the resolution authority [3 to convert or write down the capital instruments [5 and eligible liabilities]5 of a credit institution or]3 to apply a resolution instrument to a credit institution or to exercise a resolution power with respect to such an institution; 2° resolution power: a power referred to [3 in Articles 276, 277, 279, 280, 281, 281/1, or 281/2]3; 3° sale of business instrument: the mechanism that allows the resolution authority to transfer shares or other ownership instruments issued by a credit institution in resolution, or assets, rights, or obligations of such a credit institution, to a purchaser pursuant to Article 256; 4° bridge institution instrument: the mechanism that allows the resolution authority to transfer shares or other ownership instruments issued by a credit institution in resolution, or assets, rights, or obligations of such a credit institution, to a bridge institution pursuant to Article 260; 5° asset separation instrument: the mechanism that allows the resolution authority to transfer assets, rights, or obligations of a credit institution in resolution to an asset management vehicle pursuant to Article 265; [1 5° /1 internal bail-in instrument: the mechanism for the exercise by the resolution authority of the powers to write down or convert the liabilities of a credit institution in resolution, pursuant to Article 267/1; 5° /2 derivative: a derivative within the meaning of Article 2, paragraph 5 of Regulation No. 648/2012; 5° /3 Regulation No. 648/2012: Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;] 1 6° recipient: a purchaser, a bridge institution, or an asset management vehicle, as the case may be; 7° purchaser: a legal person who is not a bridge institution or asset management vehicle, to whom shares, other ownership instruments, assets, rights, or obligations of a credit institution in resolution are transferred; 8° bridge institution: a legal person wholly or partially owned by one or more authorities, controlled by the resolution authority, and established for the purpose of acquiring shares, other ownership instruments, assets, rights, or obligations of one or more credit institutions in resolution, with a view to continuing all or part of the activities and services of those institutions; 9° asset management vehicle: a legal person wholly or partially owned by one or more authorities, controlled by the resolution authority, and established for the purpose of acquiring assets, rights, or obligations of one or more credit institutions in resolution or of one or more bridge institutions; 10° [5 bail-inable debts: obligations or debts and capital instruments of a credit institution, which
are not Tier 1 core capital instruments, additional Tier 1 instruments, or Tier 2 instruments, and which do not belong to any of the following categories:
a) secured deposits; b) covered obligations, including covered bonds; c) obligations arising from the holding of client assets or funds, insofar as the claims of these clients are recognized under insolvency law; d) obligations arising from a fiduciary relationship between the credit institution as fiduciary and another person as beneficiary, insofar as the claims of this beneficiary are recognized under insolvency law or civil law; e) obligations to non-associated credit institutions or investment firms with a maturity of less than seven days; f) obligations with a remaining maturity of less than seven days towards systems or system operators designated for the application of Directive 98/26/EC, or towards participants therein, and which arise from participation in such a system, or towards authorized or recognized central counterparties pursuant to Articles 14 or 25 of Regulation No. 648/2012; g) obligations to employees regarding their wages, pension benefits, or other fixed remuneration, excluding the variable component of remuneration not regulated by collective labor agreement and the variable component of remuneration of persons exercising risk-taking functions; h) obligations to creditors arising from the supply to the credit institution of IT services and utilities, rent, maintenance, and repair of office space or other goods or services essential for the daily operations of the institution; i) debts to tax authorities and social security agencies, insofar as the corresponding claims enjoy priority according to the applicable law; j) debts to deposit guarantee schemes for the payment of contributions due pursuant to Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes; and k) debts to credit institutions or entities referred to in Article 424, 1° /1 to 4°, which form part of the same group to be resolved but are themselves not entities to be resolved, regardless of their maturity, unless those obligations are subordinated in the creditor ranking under national liquidation procedure law below ordinary unsecured obligations;] 5 [5 10/1° eligible debts: bail-inable debts that, where applicable, meet the conditions of Article 267/5 or Article 267/5/4, § 2, 1°, as well as Tier 2 instruments meeting the conditions of Article 72bis, paragraph 1, point b) of Regulation No. 575/2013; 10/2° subordinated eligible instruments: instruments meeting all conditions referred to in Article 72bis of Regulation No. 575/2013 except for Articles 72ter, paragraphs 3 to 5 of that regulation;] 5 11° covered obligation: an obligation where the right of the creditor to payment or another form of enforcement is secured by a right, pledge, privilege, or security arrangement, including obligations arising from repurchase agreements (repos) and other security agreements with title transfer; 12° relevant capital instruments: additional Tier 1 instruments and Tier 2 instruments meeting the conditions determined
in Article 52, paragraph 1, and Article 63 of Regulation No. 575/2013; [5 12/1° subsidiary:
a) a subsidiary within the meaning of Article 4, paragraph 1, point 16) of Regulation No. 575/2013, and b) for the purposes of Articles 250 to 254, 267/3 to 267/5/9, 418, 425 to 429, 439 to 447, 449 to 451, 458, 465 to 467, and 472 to 477, on groups to be resolved as referred to in point 13° /2, b) of this article, credit institutions permanently affiliated with a central institution, the central institution itself, and their respective subsidiaries, as designated by the resolution authority pursuant to Article 267/5/3, § 3; 12/2° material subsidiary: a material subsidiary as defined in Article 4, paragraph 1, point 135 of Regulation No. 575/2013;] 5 13° group: the group formed by a credit institution under Belgian law and its Belgian and foreign subsidiaries, which is thus subject to consolidated supervision. [5 13/1° entity to be resolved: a legal person established in the EEA identified by the resolution authority as an entity with respect to which the group resolution plan provides for a resolution measure, or a credit institution that does not form part of a group subject to consolidated supervision and with respect to which the resolution plan drawn up pursuant to Article 226 provides for resolution measures; 13/2° group to be resolved:
a) an entity to be resolved and its subsidiaries insofar as those subsidiaries are not themselves entities to be resolved, are not subsidiaries of other entities to be resolved, or are not entities established in a third country as referred to in Article 424 that do not form part of the group to be resolved according to the resolution plan and their subsidiaries; or b) credit institutions permanently affiliated with a central institution and the central institution itself, if at least one of these credit institutions or the central body is an entity to be resolved, and their respective subsidiaries;] 5 [6 L'autorité de résolution informe l'ABE de l'exigence minimale de fonds propres et de dettes éligibles qui a été fixée conformément à l'article 267/5/3 ou à l'article 267/5/4, y compris les décisions prises en vertu de l'article 267/5/4, § 1er, alinéa 4, pour chaque entité relevant de sa compétence.] 6 14° Directive 98/26/EC: Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems; 15° court: the [4 Court of Enterprise]4 in Brussels. 16° the court of appeal: the Court of Appeal in Brussels; 17° [1 disposition decision: the decision of the resolution authority to cause shares, other ownership instruments, assets, rights, or obligations to pass, the write-down or conversion of liabilities applying a resolution instrument, or the decision to exercise the powers referred to in Article 250 or in Article 276, § 2, 2°, 3°, 4°, 4° /1, 4° /2, 4° /3, 4° /4, and 5°;] 1 18° owners: natural or legal persons who, on the date of the resolution measure, are owners of shares, other ownership instruments, or assets, or holders of claims or other rights, which constitute the object of an act of disposition ordered by the resolution authority in the context of a resolution measure; 19° compensation amount: the sum of the amounts that the owners of the same category have effectively recovered, or that they can reasonably expect to recover, on their shares, other ownership instruments, assets, claims, or other rights in the context of a resolution procedure, as calculated or estimated according to the detailed rules established by the King, including, as the case may be, the portion of the price belonging to shareholders pursuant to Articles 256, § 3, 1°, or 260, § 4, 1°, their share of the net proceeds of the liquidation of the credit institution, and, if applicable, the price supplement referred to in Article 48, § 2, and the compensation referred to in Article 284; [2 20° termination right: a right to terminate a contract, a right to accelerate, terminate prematurely, or offset an obligation, or a similar provision that suspends, modifies, or declares void an obligation of a party to the contract, or a provision that prevents the emergence of an obligation under the contract that would otherwise have arisen; 21° debt instruments: for the purposes of Article 276, § 2, 4° /3
and 4° /4, bonds and other forms of transferable debt, instruments that create or acknowledge a debt, and instruments that give the right to acquire debt instruments.] 2

(
1
)<KB
2015-12-18/19
, art. 2, 003; Entry into force: 01-01-2016>
(
2
)<W
2018-03-11/07
, art. 249, 016; Entry into force: 26-03-2018> ( 3 )<W 2019-05-02/25 , art. 40, 019; Entry into force: 31-05-2019> ( 4 )<W 2018-04-15/14 , art. 252, 021; Entry into force: 01-11-2018> ( 5 )<W 2021-07-11/08 , art. 167, 027; Entry into force: 23-07-2021> ( 6 )<W 2025-09-23/01 , art. 16, 036; Entry into force: 16-10-2025>

CHAPTER II.

Objectives, Conditions, and General Principles of Resolution

Section I.

Objectives of Resolution

Art.

243
.§ 1. Resolution is the restructuring of a failing credit institution using one or more resolution instruments, with the aim, as the case may be:
1° to ensure the continuity of the critical functions of the credit institution; 2° to avoid serious adverse effects on financial stability, in particular by preventing contagion, including to market infrastructures, while maintaining market discipline; 3° to protect public funds by limiting recourse to exceptional public support as much as possible; and 4° to protect insured deposits and the funds and assets of the clients of the credit institution. [1 In pursuing these objectives, the resolution authority seeks to minimize resolution costs and avoid value destruction, unless that is necessary to achieve the resolution objectives.] 1 § 2. Subject to the exceptions provided for in this law, the objectives referred to in paragraph 1 are on an equal footing, and the resolution authority determines the appropriate balance between these objectives according to the nature and circumstances of each case.

(
1
)<W
2016-06-27/09
, art. 13, 008; Entry into force: 16-07-2016>

Section II.

Conditions for Initiating a Resolution Procedure

Art.

244.
§ 1. The resolution authority applies a resolution instrument only to a credit institution when it determines that each of the following conditions is met:
1° the supervisor, after consulting the resolution authority, or the resolution authority, after consulting the supervisor, has determined that the credit institution is failing or likely to fail; 2° given the timing and other relevant circumstances, it is not reasonably expected that any other private or prudential measure regarding the credit institution, in particular measures referred to in Article 232 or the write-down or conversion of capital instruments [2 and eligible liabilities]2 in accordance with Chapter IV, would prevent the credit institution from failing within a reasonable timeframe; and 3° a resolution action is necessary in the public interest. For the purposes of 1°, the supervisor shall, at the request of the resolution authority, verify whether a credit institution is failing or likely to fail. § 2. For the purposes of paragraph 1, 1°, a credit institution is deemed to be failing or likely to fail if it is in one or more of the following circumstances:
1° the credit institution breaches the requirements for the maintenance of its authorization, or there are objective indications that it will do so in the near future, such that withdrawal of the authorization by the supervisor is justified, in particular because the credit institution has suffered or may suffer losses that significantly affect its own funds; 2° the net assets of the credit institution are negative, or there are objective indications that this will be the case in the near future; 3° the credit institution is unable to pay its debts as they fall due, or there are objective indications that this will be the case in the near future; or 4° exceptional government support is required for the credit institution. § 3. For the purposes of paragraph 1, 3°, a resolution action is deemed necessary in the public interest if it is necessary to achieve one or more of the objectives listed in Article 243, § 1, and if these objectives would not be achieved to the same extent by liquidating the credit institution. § 4. For the purposes of paragraph 2, 4°, support measures for solvent credit institutions aimed at remedying a serious disturbance in the economy and safeguarding financial stability are not taken into account, under the conditions determined by the King. [1 § 5. The taking of remedial measures as referred to in Article 234 or 236 is not a condition for taking a resolution action.]1

(
1
)<W
2016-06-27/09
, art. 14, 008; Entry into force: 16-07-2016>
(
2
)<W
2021-07-11/08
, art. 168, 027; Entry into force: 23-07-2021>

Art.

244/1
. [1
The resolution authority may take a resolution action regarding a central institution referred to in Article 239, § 1, and one or more of the permanently affiliated credit institutions that form part of the same group to be resolved, if that group as a whole meets the conditions set out in Article 244, § 1.]1

(
1
)<Inserted by W
2021-07-11/08
, art. 169, 027; Entry into force: 23-07-2021>

Section II/1.
[1

Competence to suspend payment or delivery obligations prior to resolution or liquidation]1

(
1
)<Inserted by W
2021-07-11/08
, art. 170, 027; Entry into force: 23-07-2021>

Art.

244/2
. [1
§ 1. The resolution authority is competent to suspend, after consulting the competent authorities who respond in good time, payment or delivery obligations arising from any agreement to which a credit institution is a party, if each of the following conditions is met:
1° it has been determined in accordance with Article 244, § 1, 1°, that the credit institution is failing or likely to fail; 2° there is no immediately available private measure as referred to in Article 244, § 1, 2°, that would prevent the credit institution from failing; 3° the exercise of the suspension competence is considered necessary to prevent the financial situation of the credit institution from deteriorating further; and 4° the exercise of the suspension competence is:

necessary to reach the determination referred to in Article 244, § 1, 3°; or
necessary to determine appropriate resolution measures or to ensure the effective application of one or more resolution instruments.
§ 2. The suspension competence does not apply to payment or delivery obligations towards (i) systems and system operators designated for the purposes of Directive 98/26/EC, (ii) central counterparties authorized or recognized in accordance with Articles 14 and 25 of Regulation No. 648/2012, and (iii) central banks. The resolution authority determines the scope of the suspension competence, taking into account the circumstances of each case. The resolution authority carefully assesses in particular whether the application of the suspension is appropriate regarding eligible, and in particular protected, deposits. § 3. If the competence to suspend payment or delivery obligations is exercised regarding eligible, and in particular protected, deposits, the resolution authority ensures that depositors have access to an appropriate amount per day from these deposits. § 4. The suspension period is as short as possible and no longer than the minimum period the resolution authority considers necessary for the purposes mentioned in paragraph 1, points 3° and 4°, and in any case does not exceed the period from the publication of a notice of suspension under paragraph 8 until midnight at the end of the working day following the day of publication. § 5. In exercising the suspension competence, the resolution authority takes into account the consequences that the exercise of that competence may have on the orderly functioning of financial markets. When the suspension is necessary to reach the determination referred to in Article 244, § 1, 3°, it also takes into account the applicable rules for safeguarding creditors' rights and the equal treatment of creditors in liquidation proceedings. The resolution authority takes into account in particular the possible application of liquidation proceedings to the credit institution or entity as a result of the determination in Article 244, § 1, 3°, and makes arrangements it deems appropriate for adequate coordination with judicial authorities, where applicable in accordance with Articles 273, 273/1 and 291/1. § 6. If payment or delivery obligations arising from a contract are suspended, the payment or delivery obligations applicable to counterparties under that contract are suspended for the same period. § 7. A payment or delivery obligation that should have been performed during the suspension period must be performed immediately after the expiry of that period. § 8. The resolution authority informs the credit institution referred to in paragraph 1 and the authorities referred to in Article 292, 1° to 6°, without delay when it exercises the suspension competence after it has been determined in accordance with Article 244, § 1, 1°, that the credit institution is failing or likely to fail, and before a resolution action is taken. The resolution authority publishes or has published the measure or instrument by which the obligations under this article are suspended and the conditions for and the period of suspension in the
manner referred to in Article 295. § 9. This article applies without prejudice to Article 236, § 1, 4° and other provisions granting competences to suspend payment or delivery obligations of the credit institutions referred to in paragraph 1 before it is determined in accordance with Article 244, § 1, 1° that those credit institutions are failing or likely to fail, or to suspend payment or delivery obligations of credit institutions or entities referred to in paragraph 1 that are to be liquidated under a liquidation procedure, and which exceed the scope and duration determined in this article. Such competences are exercised in accordance with the scope, duration, and conditions set out in those provisions. The conditions determined in this article do not affect the conditions related to that competence to suspend payment or delivery obligations. § 10. When the resolution authority exercises the competence to suspend payment or delivery obligations regarding a credit institution referred to in paragraph 1, the resolution authority may also exercise during that suspension the competence to:
1° restrict creditors with security from that credit institution or entity from enforcing security rights regarding any assets of that credit institution for the same duration, subject to the restrictions referred to in Article 280, § 2, 2°; and 2° suspend termination rights of any party to a contract with that credit institution for the same duration, in which case Article 280 applies. § 11. If the resolution authority has exercised the competence to suspend payment or delivery obligations in accordance with this article, and if subsequently resolution actions are taken regarding that credit institution, the resolution authority refrains from exercising its competences under Article 280, § 1 regarding that credit institution.]1

(
1
)<Inserted by W
2021-07-11/08
, art. 171, 027; Entry into force: 23-07-2021>

Section III.

General principles regarding resolution

Art.

245
.§ 1. The resolution authority takes all appropriate measures when applying resolution instruments and exercising resolution competences to ensure that the resolution action is consistent with the following principles:
1° shareholders of the credit institution bear losses first; 2° creditors of the credit institution bear losses after shareholders according to the hierarchy of their claims in the event of concurrent creditors, subject to the exceptions determined by this law; 3° the statutory governing body and management of the credit institution are replaced, unless in cases where the resolution authority determines that the retention of the entire governing body or entire management, or part thereof, depending on the circumstances, is necessary to achieve the resolution objectives; 4° the statutory governing body and management of the credit institution provide all necessary assistance to achieve the resolution objectives; 5° the causes of and responsibility for the failure of the credit institution are investigated; 6° in accordance with the principles of fair trial, persons and entities are held accountable for the failure of the credit institution within the limits of their responsibility; 7° subject to the exceptions determined by this law, creditors of the same category of the credit institution are treated equally; 8° no creditor suffers greater losses than it would have suffered if the credit institution had been liquidated under a liquidation procedure; 9° protected deposits are fully protected; and 10° the resolution action is taken taking into account the safeguard measures determined in Chapter VII. § 2. The investigation referred to in paragraph 1, 5° is carried out by a board of experts appointed by the court at the request of the resolution authority. Articles 972 to 976, 978, 984 and 987 to 991bis of the Judicial Code apply to the investigation, with the understanding that:
1° the resolution authority and the credit institution concerned are deemed to be the parties to the investigation procedure; and 2° the costs and fees of the resolution experts are costs as referred to in Article 272.
§ 3. [1
In applying resolution instruments and exercising resolution competences, the resolution authority ensures that employee representatives are informed and consulted.]1 [ 1 § 4. In the decisions they take in accordance with this Title, the resolution authority and the supervisor take into account the possible consequences of the decision in all Member States where the credit institution or the group of which it is a part is active and minimize as much as possible the negative consequences for financial stability and negative economic and social consequences in those Member States.]1

(
1
)<W
2021-07-11/08
, art. 172, 027; Entry into force: 23-07-2021>

CHAPTER III.

Valuation

Art.

246
.§ 1. Before taking a resolution action or exercising the competence to write down or convert relevant capital instruments [2 and eligible liabilities]2 in accordance with Chapter IV, the resolution authority ensures that a fair, prudent and realistic valuation of the assets and liabilities of the credit institution is carried out by a person who is independent of any public authority, including the resolution authority, and of the credit institution. § 2. The valuation aims to:
1° collect data for determining whether the conditions for initiating a resolution procedure or for the write-down or conversion of capital instruments [2 and eligible liabilities]2 are met; 2° if the conditions for initiating a resolution procedure are met, collect data for choosing between appropriate resolution measures; 3° when considering exercising the competence to write down or convert relevant capital instruments [2 and eligible liabilities]2, form the calculation basis for the write-down necessary to absorb losses, and for the extent of the conversion necessary to recapitalize the credit institution; [ 1 3°/1 when considering applying the internal bail-in instrument, collect data so that a decision can be made regarding the amount of the write-down or conversion of [2 bail-inable liabilities]2;] 1 4° when considering applying the sale of business instrument, collect data to determine which shares or other equity instruments or assets, rights or obligations must be transferred, and to determine what commercial conditions apply for the application of Article 256, § 2; 5° when considering applying the bridge institution instrument or the asset separation instrument, collect data to determine which shares or other equity instruments or assets, rights or obligations must be transferred, as well as to determine the value of any compensation to be paid to the credit institution or, where applicable, to the owners of the shares or other equity instruments; 6° ensure that any loss on the assets of the credit institution is fully taken into account at the moment the resolution instrument is applied or at the moment the competence to write down or convert the capital instruments [2 and eligible liabilities]2 is exercised.

(
1
)<KB
2015-12-18/19
, art. 3, 003; Entry into force: 01-01-2016>
(
2
)<W
2021-07-11/08
, art. 173, 027; Entry into force: 23-07-2021>

Art.

247
.§ 1. The valuation is based on prudent assumptions, including regarding default rates and the severity of losses. It does not take into account any future exceptional government support, nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration or interest that differ from standard conditions. [ 1 Additionally, the valuation takes into account that, if a resolution instrument is applied:
1° the resolution authority and the Resolution Fund can recover all reasonable and legitimately incurred costs from the credit institution in resolution, in accordance with Article 272; 2° the resolution financing arrangement may provide for interest or compensation for any loan or guarantee granted to the credit institution in resolution, in accordance with Article 6/1 of the Act of 28 December 2011 on the Resolution Fund.]1 § 2. The valuation is supplemented with the following information:
1° an updated balance sheet and a report on the financial position of the credit institution; 2° an analysis of the book value of the assets; 3° the list of due liabilities, including off-balance sheet liabilities, indicating the creditors and their hierarchy in the event of concurrent creditors. § 3. If necessary, to collect data to support the decisions referred to in Article 246, § 2, 4° and 5°, the information referred to in paragraph 2, 2°, is supplemented with an estimate and an analysis of the market value of the assets and liabilities of the credit institution. § 4. The valuation report indicates the subdivision of creditors into different categories according to their hierarchy in the event of concurrent creditors, and provides an estimate of the treatment each category of shareholders and creditors would be expected to have received if the credit institution had been liquidated under a liquidation procedure.

(
1
)<W
2016-06-27/09
, art. 15, 008; Entry into force: 16-07-2016>

Art.