Instruction No. 15/2022

Instruction No. 15/2022
Official Gazette No. 9/2022 Supplement • 2022/09/28
..................................................................................................................................................................................................
Topics
Supervision :: Registration
Mod. 99999911/T – 01/14

Index
Text of the Instruction
Annex IV to the Instruction – Questionnaire Portuguese version
Annex IV to the Instruction – Questionnaire English version

Text of the Instruction
Subject: Instruction that partially amends Instruction No. 7/2021, incorporating into the internal legal order the new version of the information collection questionnaire for the purpose of authorization for the exercise of functions available on the ECB Information Management System (IMAS) Portal.

This Instruction partially amends Bank of Portugal Instruction No. 7/2021, of April 15 (hereinafter identified as “Instruction No. 7/2021”), in the part relating to the instructions for authorization requests for the exercise of functions by members of the administrative and supervisory bodies, holders of essential control functions, and managers of branches established in countries that are not Member States of the European Union, specifically the questionnaire requested for this purpose and previously made available on the European Central Bank’s Information Management System Portal (“IMAS Portal”).

Instruction No. 7/2021 implemented the IMAS Portal in the national legal order, which is intended for use by institutions directly supervised by the ECB¹. It is an online platform, made available and managed directly by the ECB, which allows the submission, consultation, and exchange of information, electronically and with guarantees of the authenticity of the interlocutors' identity through adequate means, between supervisory authorities and supervised entities within the scope of authorization procedures for the exercise of functions under the ECB's competence, with the ECB being the entity responsible for managing the Portal, defining the terms of use of that service, and guaranteeing its operation.

With the implementation of the IMAS Portal, the information necessary to comply with the regime established in Articles 30 and following of the General Regime of Credit Institutions and Financial Companies (RGICSF), regulated by Bank of Portugal Instruction No. 23/2018, of November 5, insofar as it concerns institutions directly supervised by the ECB, is now introduced by candidates and supervised entities covered by that Portal through structured fields made available in an online form. To this extent, the questionnaire contained in the annex to the aforementioned Instruction No. 23/2018 was adapted, by Instruction No. 7/2021, to the characteristics of the Portal, maintaining the specificities of national law.

¹ Considered as significant institutions, classified in accordance with ECB Regulation (EU) No. 468/2014, of April 16, 2014.

Instruction No. 15/2022 Official Gazette No. 9/2022 Supplement • 2022/09/28 Topics Supervision :: Registration
..................................................................................................................................................................................................
Mod. 99999911/T – 01/14

With the update of the ECB questionnaire, the online form available for completion, although continuing to correspond, in most of the elements it requests, to the questionnaire currently contained in the annex to Instruction No. 23/2018, contains greater detail of some of those elements. Instruction No. 7/2021 will thus contain a new annex, which will correspond to the questionnaire to be made available on the ECB's IMAS Portal and which, as mentioned, will only be available online.

Finally, it is highlighted that, with the entry into force of this Instruction, it is no longer possible for institutions with headquarters in Portugal that are subject to direct supervision by the ECB to submit authorization requests for the exercise of functions by members of the administrative and supervisory bodies, holders of essential control functions, and managers of branches established in countries that are not Member States of the European Union through the use of the questionnaire previously made available on the IMAS Portal.

The draft of this Instruction was subject to public consultation, in accordance with legal terms.

Thus,
The Bank of Portugal, using the powers conferred upon it by Article 17 of its Organic Law, approved by Law No. 5/98, of January 31, and by the provisions of paragraph 8 of Article 30 and paragraph f) of paragraph 1 of Article 116 of the RGICSF, approves the following Instruction:

Article 1.
Object
This Instruction partially amends Bank of Portugal Instruction No. 7/2021, of April 15 (“Instruction No. 7/2021”), which incorporates the European Central Bank’s Information Management System Portal into the internal legal order and amends the declaration for compliance with the duty of information regarding the processing of personal data.

Article 2.
Amendment to Instruction No. 7/2021

1. Paragraph 2 of Article 6 of Instruction No. 7/2021 shall have the following wording:
   “The requests referred to in the previous paragraph must also be submitted on the IMAS Portal with the declaration of compliance with the duty of information regarding the processing of personal data collected by the Bank of Portugal, which corresponds to the declaration contained in point 2 of the questionnaire on suitability, professional qualification, availability, independence, and conflicts of interest, annexed to Instruction No. 23/2018².”

2. Paragraph 1 of Article 7 of Instruction No. 7/2021 shall have the following wording:
   “1. The Questionnaire is made available on the IMAS Portal in Portuguese and English, as contained in Annex IV to this Instruction, and institutions subject to direct ECB supervision that have established a linguistic agreement in this regard must submit the Questionnaire in English.”

3. Paragraph 2 of Article 7 of Instruction No. 7/2021 shall have the following wording:
   “In cases where institutions subject to direct ECB supervision wish to submit new parts of the Questionnaire, for the purpose of processing other applications, notifications, and communications, notably for the communication of supervening facts capable of affecting the requirements of suitability, the corresponding part of the questionnaire contained in Annex IV of this instruction must be submitted on the electronic platform made available by the Bank of Portugal.”

Article 3.
Repealing Provision
Letters a) and b) of paragraph 2 of Article 6 of Bank of Portugal Instruction No. 7/2021, as well as Annexes II and III of the same Instruction, are repealed, with the content of these Annexes becoming part of the Questionnaire that constitutes Annex IV of the said Instruction.

Article 4.
Entry into Force and Transitional Regime

1. This Instruction enters into force on the day following its publication.
2. This Instruction is only applicable to processes that begin after its entry into force, with processes pending on that date continuing to be processed with the previous version of the questionnaire.

Annex to Instruction No. 15/2022 Official Gazette No. 9/2022 Supplement • 2022/09/28
Topics Supervision :: Registration
..................................................................................................................................................................................................
Mod. 99999911/T – 01/14

Annex IV to the Instruction – Questionnaire Portuguese version
Annex IV to the Instruction – Questionnaire English version

Updated Suitability and Propriety Assessment Questionnaire – ECB Model Supervised entities and appointed persons may use the relevant national questionnaire, available on the Information Management System (IMAS) portal. Follow the hyperlinks to the portal on the Bank of Portugal website¹ and the European Central Bank (ECB) website dedicated to banking supervision.

Suitability and Propriety Assessment Questionnaire – ECB Model This ECB document was adopted by the ECB Supervisory Board on November 25, 2021, as a model to be used by national competent authorities (NCAs). These are requested to apply the questionnaire, using the content and configuration of the model, including also the agreed national specificities and taking into account the technical implementation instructions that will be provided. This model should be used as a guide on the information that the ECB and NCAs expect to receive to assess the suitability and propriety of appointed persons.

The questionnaire should be read in conjunction with Article 91 of the Capital Requirements Directive (CRD)², relevant guidelines of the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA), relevant data protection legislation, and applicable national legislation. The appointed person and the supervised entity are jointly responsible for providing the ECB and the NCA with complete and accurate information regarding the appointment proposal. Providing incorrect or incomplete information causes delays in the assessment and may prevent a positive decision. Furthermore, both the appointed person and the supervised entity have the responsibility to disclose to the NCA all elements that may be relevant for the assessment. They must act with sincerity and truthfulness and provide complete and exact answers to all questions. In case of doubt about how to answer any part of the questionnaire, the maximum amount of information possible should be provided in the text boxes made available. However, no other personal data beyond that required in the context of this questionnaire, especially any data related to “special categories of personal data” (within the meaning of Article 10 of Regulation (EU) 2018/1725), should be presented or disclosed. Such data is not necessary for the assessment of suitability and propriety³.

³ For example: racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or data relating to health or a person's sex life or sexual orientation. 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 Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).

Declaration of the Appointed Person
This declaration relates to an application or notification to be submitted in the context of an appointment as [text field for position], in accordance with applicable national legislation. It will be analyzed by the Bank of Portugal and the European Central Bank (ECB).

The undersigned person:
☐ confirms that the information provided in this questionnaire and in the accompanying annexes is accurate and complete, to the best of their knowledge; ☐ confirms that they will immediately notify the Bank of Portugal when a relevant change⁴ occurs in the information provided; ☐ authorizes the ECB and the Bank of Portugal to carry out investigations and request necessary complementary information, in accordance with European and national legislation, in order to identify and verify information considered relevant for the assessment of suitability and propriety; ☐ confirms that they are aware of the responsibilities imposed on them by European and national legislation and international standards, including regulation, codes of good practice, guidance notes, guidelines, as well as any other rules or instructions issued by the Bank of Portugal or the ECB and the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA), which are relevant to the position for which a positive assessment is requested; and also confirms their intention to continuously comply with such responsibilities; ☐ declares that they are aware of the processing and storage of personal data in accordance with applicable data protection regulation and the privacy statement of the ECB and the Bank of Portugal; ☐ declares that they are aware that providing false or incomplete information may constitute grounds for refusal or revocation of the authorization to exercise the position, without prejudice to the eventual application of criminal and/or administrative penalties.

Name:
Signature:
Date:

⁴ Any change capable of affecting the suitability and propriety of the appointed person is considered relevant.

Declaration of the Supervised Entity
This declaration relates to an application or notification to be submitted in the context of an appointment as [text field for position], in accordance with applicable national legislation. It will be analyzed by the Bank of Portugal and the European Central Bank (ECB).

The undersigned person:
☐ confirms that the information provided in this questionnaire and in the accompanying annexes is accurate and complete, to the best of their knowledge; ☐ confirms that they will immediately notify the Bank of Portugal when a relevant change occurs in the information provided; ☐ confirms that the supervised entity has requested the information, as complete and up-to-date as possible, necessary to assess the suitability and propriety of the appointed person [in accordance with applicable regulatory and/or statutory provisions, etc.] and that this information has been duly considered in the assessment of the suitability and propriety of the appointed person; ☐ confirms that the job description for which a positive assessment is requested accurately reflects the aspects of the supervised entity's activity for which the appointed person is intended to be responsible; ☐ confirms that the entity is convinced, based on the due and diligent investigation of the information provided by the appointed person and with reference to the suitability and propriety criteria established in national and European legislation, international standards, including regulation, codes of good practice, guidance notes, guidelines, as well as any other rules or instructions issued by the Bank of Portugal or the ECB and the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA), that the appointed person is suitable and proper to perform the position described in this questionnaire; ☐ confirms that the supervised entity has informed the appointed person about the legal and regulatory responsibilities associated with the position described in this questionnaire; ☐ confirms that the documents presented as annexes are copies of the documents originally provided by the supervised entity or the appointed person that are kept in the archives of the supervised entity; ☐ confirms that they have the authority to present this notification/application, make declarations, and sign this questionnaire on behalf of the supervised entity;

☐ declares that they are aware of the processing and storage of personal data in accordance with applicable data protection regulation and the privacy statement of the ECB and the Bank of Portugal.

Designation of the Supervised Entity:
Name(s) of Signatory(ies):
Position(s) in the Supervised Entity:
Signature(s):
Date:

1 Identification of the Supervised Entity and the Appointed Person Information about the Supervised Entity Designation of the Supervised Entity Free text Legal Entity Identifier Free text National Company Code Free text Is the supervised entity a “significant institution within the meaning of the CRD”⁵ in accordance with national legislation⁶? Yes No ☐ Not applicable Governance structure of the supervised entity⁷ ☐ Monist structure ☐ Dualist structure ☐ Other structure If “Other structure” was selected, specify. Free text Contact person at the supervised entity (name/email/phone number) Free text

⁵ See section 3.4.1 of the Guide to suitability and propriety assessments.
⁶ [If applicable] Under Article XX of [national law].
⁷ Monist structure, in the case of supervised entities where a single administrative body exercises management and supervisory functions. Dualist structure, in the case of supervised entities where various functions are exercised by distinct bodies (e.g., an administrative body in its management function responsible for the executive (management) function and an administrative body in its supervisory function). Some supervised entities may also have hybrid governance structures.

Information about the Appointed Person
A
Name
Gender ☐ Male
☐ Female
☐ Other
Surname Free text
First Name Free text
Middle Name(s) Free text
Have you had or used other names previously? Yes No If “Yes” was selected, provide the following details, specifying all names ever used (e.g., maiden name, other legal names, pseudonyms).
Gender ☐ Male
☐ Female
☐ Other
Surname Free text
First Name Free text
Middle Name(s) Free text
Date of name change (YYYY-MM)
B
Current Residence
Address Free text
Postal code and locality Free text
Country Free text
Date of start of residence at this address: (YYYY-MM) Have you resided in any country other than your current country of residence at any time in the last five years?
Yes
No
If “Yes” was selected, specify the country/countries and period(s).
Free text

C
Other Information about the Appointed Person
Date of birth (YYYY-MM-DD)
Place of birth Free text
Country Free text
Nationality(ies) Free text
Valid ID or passport number Free text
Issuing country Free text
Expiry date (YYYY-MM-DD)
Contact phone number (including country code) Free text Email address Free text D Previous Assessments by Supervisory Authorities Have you ever been subject to an assessment by any financial sector supervisory authority (including assessments for the exercise of positions abroad⁸)? Yes No If “Yes” was selected, provide the following details about prudential assessments the appointed person has been subject to in the financial sector in the last five years, carried out by any financial sector supervisory authority. Competent Authority Involved Institution Involved Position Involved Free text Free text Free text Date of Start of Functions Date of End of Functions Date of Decision (if not applicable, date of assessment request) (YYYY-MM) (YYYY-MM) (YYYY-MM-DD) If any previous assessment resulted in a negative decision, a revocation of authorization, or a positive decision but with conditions, recommendations, or obligations, explain the reasons. Free text

⁸ The expression “abroad” means in any territory outside the competence of the ECB or the NCA of the country of the supervised entity for which the appointment is made.

2 Position for which the Questionnaire is Submitted Information about the Position for which the Questionnaire is Submitted Indicate the title of the position held (or to be held).
Free text
Indicate whether it is an executive or non-executive⁹ position or as holder of an essential function or branch manager.
☐ Executive
☐ Non-executive
☐ Holder of Essential Function
☐ Branch Manager
Select specific position(s) ☐ Chairman of the Supervisory Board ☐ Vice-Chairman of the Supervisory Board ☐ Member of the Supervisory Board ☐ Independent Member of the Supervisory Board ☐ Chairman of the Board of Directors ☐ Vice-Chairman of the Board of Directors ☐ Member of the Board of Directors ☐ Independent Member of the Board of Directors ☐ Chairman of the Administrative Body in its Supervisory Function ☐ Chairman of the Administrative Body in its Executive Function ☐ Vice-Chairman of the Administrative Body in its Supervisory Function ☐ Vice-Chairman of the Administrative Body in its Executive Function ☐ Member of the Administrative Body in its Supervisory Function ☐ Member of the Administrative Body in its Executive Function ☐ Chief Executive Officer (CEO) ☐ Deputy Chief Executive Officer ☐ General Manager ☐ Executive Director ☐ Managing Director ☐ Chief Financial Officer (CFO) ☐ Chief Risk Officer (CRO) ☐ Chief Financial Risk Officer (CFRO) ☐ Chief Information Officer (CIO) ☐ Chief Operating Officer (COO) ☐ Chairman of the Risk Committee ☐ Member of the Risk Committee ☐ Chairman of the Remuneration Committee ☐ Member of the Remuneration Committee ☐ Chairman of the Nomination Committee ☐ Member of the Nomination Committee ☐ Chairman of the Audit Committee ☐ Member of the Audit Committee ☐ Head of Risk Management Function ☐ Head of Compliance Function ☐ Head of Internal Audit Function ☐ Statutory Auditor ☐ Attorney-in-Fact Provide a detailed description of the duties, responsibilities, and hierarchical reporting lines of the position. Specify any other positions, if applicable, that the appointed person will hold in the supervised entity.

⁹ See the definitions provided in section 2, point 15, of the Guidelines on the assessment of suitability of members of the administrative body and holders of essential functions (EBA/GL/2021/06).

Updated Suitability and Propriety Assessment Questionnaire – ECB Model