Law of 25 April 2014 containing various provisions

SERVICE PUBLIC FEDERAL FINANCES
[C − 2014/03195]
25 APRIL 2014. — Law containing various provisions (1)

PHILIPPE, King of the Belgians,

To all, present and future, Greetings.

The Chambers have adopted and We sanction the following:

CHAPTER 1. — General provisions

Article 1. § 1. This law regulates a matter referred to in Article 78 of the Constitution.

§ 2. This law ensures the transposition of Articles 4(7), 56, 58, 68, 72, 143 and 144 of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

CHAPTER 2. — Amending provisions related to the application of the Law of 1 July 2011 on the security and protection of critical infrastructure to the financial sector

Section 1. — Amendments to the Law of 1 July 2011 on the security and protection of critical infrastructure

Art. 2. In the Law of 1 July 2011 on the security and protection of critical infrastructure, Article 3, 3°, c) is replaced by the following:

“c) for the financial sector: the National Bank of Belgium;”.

Art. 3. In Article 13 of the same law, the following amendments are made:

1° a § 5bis is inserted, worded as follows:

“§ 5bis. For critical infrastructure falling under the competence of the financial sector, security measures, such as continuity policies, continuity plans, and physical and logical security plans, which undertakings are required to implement within the framework of the prudential supervision status applicable to them and/or within the framework of the supervision (oversight) exercised by the National Bank of Belgium on them, are assimilated to the P.S.E.”;

2° paragraph 6, first paragraph, is supplemented with the following sentence:

“For the financial sector, the exercises and updates of the security measures referred to in paragraph 5bis are assimilated to the exercises and updates of the P.S.E. referred to in this paragraph.”.

Art. 4. In the same law, an Article 22bis is inserted, worded as follows:

“Art. 22bis. For the financial sector, the National Bank of Belgium submits a report to the Minister of Finance regarding the tasks it performs under this law, at an appropriate frequency of at most three years.

The National Bank of Belgium, however, informs the Minister immediately of any concrete and imminent threat to a critical infrastructure of the financial sector.”.

Art. 5. Article 24, § 2, of the same law is supplemented with two paragraphs, worded as follows:

“For the financial sector, the National Bank of Belgium is designated as the inspection service responsible for controlling the application of the provisions of this law and its implementing regulations.

To this end, the National Bank of Belgium may make use of the information it possesses within the framework of its statutory missions regarding prudential supervision and supervision (oversight) and takes into account, in particular, the findings made in this context. Likewise, within the framework of its statutory missions regarding prudential supervision and supervision (oversight), the National Bank of Belgium may use the information it possesses under this law.”.

Art. 6. Article 24, § 3, of the same law is supplemented with a paragraph, worded as follows:

“This paragraph is not applicable to the inspection service designated under paragraph 2, third paragraph.”.

Section 2. — Amendments to the Law of 22 February 1998 fixing the organic statute of the National Bank of Belgium

Art. 7. Article 36/14, § 1 of the Law of 22 February 1998 fixing the organic statute of the National Bank of Belgium, last amended by the Law of 27 November 2012, is supplemented with provision 20°, worded as follows:

“20° within the limits of European Union law, to the Government Coordination and Crisis Centre of the Federal Public Service Interior, to the Coordination Body for Threat Analysis, established by the Law of 10 July 2006 on threat analysis, and to the police services referred to in the Law of 7 December 1998 organizing an integrated police service, structured on two levels, insofar as the application of Article 19 of the Law of 1 July 2011 on the security and protection of critical infrastructure requires it.”.

CHAPTER 3. — Various amending and repealing provisions

Section 1. — Amendment to the Law of 2 April 1962 on the Federal Participation and Investment Company and regional investment companies

Art. 8. In Article 2, § 3 of the Law of 2 April 1962 on the Federal Participation and Investment Company and regional investment companies, replaced by the Law of 4 August 1978 and amended by the Law of 26 August 2006, the first paragraph is supplemented with the words “and for the resolution of financial institutions”.

Section 2. — Amendments to the Law of 9 July 1975 on the supervision of insurance undertakings

Art. 9. Article 2, § 6 of the Law of 9 July 1975 on the supervision of insurance undertakings, last amended by the Royal Decree of 3 March 2011, is supplemented with provision 24°, worded as follows:

“24° “independent control function”: the internal audit function, the compliance function or the risk management function, as referred to respectively in the second, third or fourth paragraph of Article 14bis, § 3, as well as the actuarial function within the meaning of Article 40quinquies.”.

Art. 10. Article 8, § 2, third dash, 3° of the same law, inserted by the Royal Decree of 3 March 2011, is replaced as follows:

“3° the professional reliability of the persons who are members of the statutory governing body of the insurance undertaking, 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, if they are proposed for the first time for such a function in a financial undertaking subject to the supervision of the Bank under Article 36/2 of the Law of 22 February 1998;”.

Art. 11. In Article 14bis, § 5 of the same law, amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° in the first paragraph, the words “the persons responsible for the effective management of the insurance undertaking, in the event the management committee,” are replaced by the words “the management committee or, in the event, the persons responsible for the effective management of the insurance undertaking,”;

2° in the third paragraph, the words “The persons responsible for the effective management, in the event the management committee, inform” are replaced by the words “The management committee or, in the event, the persons responsible for the effective management, inform”.

Art. 12. In Article 15bis, § 4, first paragraph, 3° of the Law of 9 July 1975 on the supervision of insurance undertakings, replaced by the Law of 20 June 2005 and amended by the Royal Decree of 3 March 2011, the words “within the meaning of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “within the meaning of the Law of 25 April 2014 on the status and supervision of credit institutions,”.

Art. 13. In Article 22, § 3, second paragraph of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° in the first sentence, the words “The effective management of the insurance undertaking, in the event the management committee, declares” are replaced by the words “The management committee or, in the event, the persons responsible for the effective management, declare”;

2° in the third sentence, the words “The effective management confirms” are replaced by the words “The management committee or, in the event, the persons responsible for the effective management, confirm”.

Art. 14. In Article 23bis, § 3, second paragraph, b) of the same law, last amended by the Royal Decree of 3 March 2011, the words “the reputation and experience” are replaced by the words “the reliability and expertise”.

Art. 15. In Article 50 of the same law, inserted by the Royal Decree of 12 August 1994 and amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° in paragraph 2, third paragraph, the first sentence, which begins with the words “The Articles” and ends with the words “of the branch office,” is replaced as follows:

“Articles 9bis, 90, §§ 1 and 3 and 90bis apply mutatis mutandis to the general agent and, in the event, to the other persons responsible for the effective management of the branch office, as well as to the persons responsible for the independent control functions.”;

2° paragraph 3, 4° is replaced as follows:

“4° the name, address and powers of the general agent of the branch office, in the event, of the other effective managers of the branch office, as well as of the persons responsible for the independent control functions;”.

Art. 16. In Article 51, first paragraph of the same law, last amended by the Royal Decree of 3 March 2011, the second sentence, which begins with the words “It may also oppose” and ends with the words “of the branch office are responsible,” is replaced as follows:

“It may also oppose if it has reasons to doubt the professional reliability or the expertise of the general agent or, in the event, of the other persons responsible for the effective management of the branch office or of the persons responsible for the independent control functions.”.

Art. 17. In Article 63, § 2 of the same law, last amended by the Law of 16 February 2009, the words “and Article 90” are replaced by the words “and Articles 90, 90/1 to 90/5 and 90bis”.

Art. 18. In Article 88, first paragraph of the same law, last amended by the Royal Decree of 3 March 2011, the words “managers or agents of insurance undertakings” are replaced by the words “members of the statutory governing body, agents of insurance undertakings or persons responsible for independent control functions of insurance undertakings”.

Art. 19. Article 90 of the same law, amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 90. § 1. The members of the statutory governing body of the insurance undertaking, the persons responsible for the effective management as well as the persons responsible for the independent control functions, are exclusively natural persons.”.

Persons referred to in the first paragraph must permanently possess the professional reliability and appropriate expertise required for the exercise of their functions.
§ 2. The effective management of the insurance company must be entrusted to at least two natural persons.
§ 3. Article 20 of the Act of 25 April 2014 on the status and supervision of credit institutions applies.”.

Art. 20. In the same Act, Article 90/1 is inserted, reading:

“Art. 90/1. § 1. Every insurance company incorporated as a public limited company (naamloze vennootschap) shall establish a management committee within the meaning of Article 524bis of the Companies Code, which is composed exclusively of members of the board of directors, to whom all management powers of the board of directors are delegated.

However, this delegation of powers may not cover the determination of general policy nor the acts reserved for the board of directors by other provisions of the Companies Code or by this Act.

§ 2. The majority of the directors of the board of directors are not members of the management committee.

§ 3. The functions of chairman of the board of directors and chairman of the management committee are exercised by different persons.

§ 4. The daily management referred to in Article 525 of the Companies Code may not be entrusted to a non-executive member of the board of directors.”.

Art. 21. In the same Act, Article 90/2 is inserted, reading:

“Art. 90/2. § 1. The statutes of insurance companies incorporated other than as a public limited company shall provide for the establishment, within the statutory governing body, of a body composed exclusively of members of the statutory governing body, called the “management committee”, to whom all management powers of the statutory governing body are delegated, excluding the determination of general policy and the acts reserved for the statutory governing body by the Companies Code or by this Act.

§ 2. The majority of the members of the statutory governing body are not members of the management committee referred to in paragraph 1.

§ 3. The functions of chairman of the statutory governing body and chairman of the management committee are exercised by different persons.

§ 4. When the Companies Code provides for daily management for the relevant company form, it may not be entrusted to a non-executive member of the statutory governing body.”.

Art. 22. In the same Act, Article 90/3 is inserted, reading:

“Art. 90/3. The Bank may, on the grounds of the size and risk profile of an insurance company, authorize full or partial derogation from the obligations of Articles 90/1 and 90/2.

The derogation may in particular concern:
1° the obligation to establish a management committee, without prejudice to compliance with Article 90, § 2; 2° the composition of the management committee, by allowing persons who are not members of the statutory governing body to be members of the management committee; in this case, Articles 90, 90/4, 90/5 and 90bis apply to them; 3° the combining of the functions of chairman of the management committee and chairman of the statutory governing body.”.

Art. 23. In the same Act, Article 90/4 is inserted, reading:

“Art. 90/4. § 1. Without prejudice to Article 14bis, members of the statutory governing body and members of the management committee of the insurance company, and all persons who, under whatever name or in whatever capacity, participate in the administration or management of the company, whether or not representing the insurance company, may, on the conditions and within the limits established in this article, hold mandates as directors or managers or participate in the administration or management of a commercial company or a company with a commercial form, an enterprise with another Belgian or foreign legal form, or a Belgian or foreign public institution with industrial, commercial or financial activities.

Les personnes visées à l’alinéa 1er doivent disposer en permanence de l’honorabilité professionnelle nécessaire et de l’expertise adéquate à l’exercice de leur fonction.
§ 2. La direction effective des entreprises d’assurance doit être confiée à deux personnes physiques au moins.
§ 3. L’article 20 de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit est d’application.”.

Art. 20. Dans la même loi, il est inséré un article 90/1 rédigé comme suit

“Art. 90/1. § 1er. Les entreprises d’assurance constituées sous la forme de société anonyme mettent en place un comité de direction au sens de l’article 524bis du Code des sociétés exclusivement composé de membres du conseil d’administration, auquel sont délégués l’ensemble des pouvoirs de gestion du conseil d’administration. Cette délégation ne peut toutefois porter ni sur la détermination de la politique générale, ni sur les actes réservés au conseil d’administration par les autres dispositions du Code des sociétés ou par la présente loi.

§ 2. Le conseil d’administration compte une majorité d’administrateurs qui ne sont pas membres du comité de direction.

§ 3. Les fonctions de président du conseil d’administration et de président du comité de direction sont exercées par des personnes différentes.

§ 4. La gestion journalière visée à l’article 525 du Code des sociétés ne peut être confiée à un membre non exécutif du conseil d’administration.”.

Art. 21. Dans la même loi, il est inséré un article 90/2 rédigé comme suit :

“Art. 90/2. § 1er. Les statuts des entreprises d’assurance constituées sous une autre forme que celle de société anonyme prévoient la constitution, au sein de l’organe légal d’administration, d’un organe, exclusivement composé de membres de l’organe légal d’administration, dénommé “comité de direction”, auquel sont délégués l’ensemble des pouvoirs de gestion de l’organe légal d’administration à l’exclusion de la détermination de la politique générale, des actes réservés à l’organe légal d’administration par le Code des sociétés ou par la présente loi.

§ 2. L’organe légal d’administration compte une majorité de membres qui ne sont pas membres du comité de direction visé au paragraphe 1er.

§ 3. Les fonctions de président de l’organe légal d’administration et de président du comité de direction sont exercées par des personnes différentes.

§ 4. La gestion journalière, lorsqu’elle est prévue par le Code des sociétés pour la forme sociétaire concernée, ne peut être confiée à un membre non exécutif de l’organe légal d’administration.”.

Art. 22. Dans la même loi, il est inséré un article 90/3 rédigé comme suit :

“Art. 90/3. La Banque peut, en fonction de la taille et du profil de risques d’une entreprise d’assurance, autoriser celle-ci à déroger, en tout ou en partie, aux obligations prévues par les articles 90/1 et 90/2.

La dérogation peut notamment porter :
1° sur l’obligation de constituer un comité de direction, sans préjudice du respect de l’article 90, § 2; 2° sur la composition du comité de direction, en autorisant que soient membres des personnes qui ne sont pas membres de l’organe légal d’administration; dans ce cas, les articles 90, 90/4, 90/5 et 90bis leur sont applicables; 3° sur un cumul des fonctions de président du comité de direction et de président de l’organe légal d’administration.”.

Art. 23. Dans la même loi, il est inséré un article 90/4 rédigé comme suit :

“Art. 90/4. § 1er. Sans préjudice de l’article 14bis, les membres de l’organe légal d’administration et les membres du comité de direction de l’entreprise d’assurance et toutes personnes qui, sous quelque dénomination et en quelque qualité que ce soit, prennent part à son administration ou sa gestion peuvent, en représentation ou non de l’entreprise d’assurance, exercer des mandats d’administrateur ou de gérant ou prendre part à l’administration ou à la gestion au sein d’une société commerciale ou à forme commerciale, d’une entreprise d’une autre forme de droit belge ou étranger ou d’une institution publique belge ou étrangère, ayant une activité industrielle, commerciale ou financière, aux conditions et dans les limites prévues au présent article.

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§ 2. De externe functies bedoeld in paragraaf 1 worden beheerst door de interne regels die de verzekeringsonderneming moet invoeren en doen naleven teneinde :
1° te vermijden dat personen die deelnemen aan de effectieve leiding van de verzekeringsonderneming, door de uitoefening van die functies niet langer voldoende beschikbaar zouden zijn om de effectieve leiding waar te nemen; 2° te voorkomen dat bij de verzekeringsonderneming belangenconflicten zouden optreden alsook risico’s die gepaard gaan met de uitoefening van die functies, onder andere op het vlak van transacties van ingewijden; 3° te zorgen voor een passende openbaarmaking van die functies.

De Bank bepaalt, bij reglement goedgekeurd met toepassing van artikel 12bis van de wet van 22 februari 1998, hoe die verplichtingen ten uitvoer worden gelegd.

§ 3. De mandatarissen van een vennootschap die worden benoemd op voordracht van de verzekeringsonderneming, moeten leden van het directiecomité van de verzekeringsonderneming zijn, dan wel personen die door het directiecomité zijn aangewezen.

§ 4. De leden van het wettelijk bestuursorgaan die geen lid zijn van het directiecomité van de verzekeringsonderneming, mogen geen mandaat uitoefenen in een vennootschap waarin de verzekeringsonderneming een deelneming bezit, tenzij zij niet deelnemen aan het dagelijks bestuur van die vennootschap.

§ 5. De leden van het directiecomité, of, bij ontstentenis van een directiecomité, de personen die deelnemen aan de effectieve leiding van de verzekeringsonderneming, mogen geen mandaat uitoefenen dat een deelname aan het dagelijks bestuur inhoudt, tenzij in :
1° een vennootschap als bedoeld in artikel 89, lid 1 van Verordening (EU) nr. 575/2013 van het Europees Parlement en de Raad van 26 juni 2013 betreffende prudentiële vereisten voor kredietinstellingen en beleggingsondernemingen en tot wijziging van Verordening (EU) nr. 648/2012, waarmee de verzekeringsonderneming nauwe banden heeft; 2° in een instelling voor belegging in schuldvorderingen die geregeld is bij statuten in de zin van de wet van 3 augustus 2012 betreffende de instellingen voor collectieve belegging die voldoen aan de voorwaarden van richtlijn 2009/65/EG en de instellingen voor belegging in schuldvorderingen of een instelling voor collectieve belegging die geregeld is bij statuten in de zin van voormelde wet van 3 augustus 2012 of de wet van 19 april 2014 betreffende de alternatieve instellingen voor collectieve belegging en hun beheerders; 3° in een onderneming met een activiteit in het verlengde van het verzekeringsbedrijf zoals een makelaarskantoor of een schaderegelingkantoor, 4° in een patrimoniumvennootschap waarin zij of hun familie, in het kader van het normale beheer van hun vermogen, een significant belang bezitten.

De personen die deelnemen aan de effectieve leiding van een maatschappij van onderlinge bijstand als bedoeld in artikel 2, § 1ter, mogen daarenboven deelnemen aan het dagelijks bestuur van een ziekenfonds, van een landsbond van ziekenfondsen of van een andere maatschappij van onderlinge bijstand als bedoeld in voormelde wet van 6 augustus 1990 waarbij de leden van de maatschappij van onderlinge bijstand bedoeld in artikel 2, § 1ter, kunnen aansluiten.

§ 6. De verzekeringsondernemingen brengen de functies die door de in paragraaf 1 bedoelde personen buiten de verzekeringsonderneming worden uitgeoefend, zonder uitstel ter kennis van de Bank, ten behoeve van het toezicht op de naleving van de bepalingen van dit artikel.”.

Art. 24. In dezelfde wet wordt een artikel 90/5 ingevoegd, luidende :

“Art. 90/5. In geval van faillissement van een verzekeringsonderneming zijn, met betrekking tot de boedel, alle betalingen nietig en zonder gevolg die deze onderneming, hetzij in contanten, hetzij anderszins, heeft gedaan aan de leden van haar wettelijk bestuursorgaan in de vorm van tantièmes of andere winstdeelnemingen, tijdens de twee jaren die het tijdstip voorafgaan dat door de rechtbank is vastgesteld als het ogenblik waarop zij haar betalingen heeft gestaakt.

§ 2. Les fonctions extérieures visées au paragraphe 1er sont régies par des règles internes que l’entreprise d’assurance doit adopter et faire respecter en vue de poursuivre les objectifs suivants :
1° éviter que l’exercice de ces fonctions par des personnes participant à la direction effective de l’entreprise d’assurances ne porte atteinte à la disponibilité requise pour l’exercice de la direction effective; 2° prévenir dans le chef de l’entreprise d’assurance la survenance de conflits d’intérêts ainsi que les risques qui s’attachent à l’exercice de ces fonctions, notamment sur le plan des opérations d’initiés; 3° assurer une publicité adéquate de ces fonctions.

La Banque fixe les modalités de ces obligations par voie de règlement adopté en application de l’article 12bis de la loi du 22 février 1998.

§ 3. Les mandataires sociaux nommés sur présentation de l’entreprise d’assurance doivent être des membres du comité de direction de l’entreprise d’assurances ou des personnes désignées par le comité de direction.

§ 4. Les membres de l’organe légal d’administration qui ne sont pas membres du comité de direction de l’entreprise d’assurance ne peuvent exercer un mandat dans une société dans laquelle l’entreprise d’assurance détient une participation que s’ils ne participent pas à la gestion courante de cette société.

§ 5. Les membres du comité de direction ou, en l’absence de comité de direction, les personnes qui participent à la direction effective de l’entreprise d’assurances ne peuvent exercer un mandat comportant une participation à la gestion courante que s’il s’agit :
1° d’une société visée à l’article 89, § 1er, du Règlement (UE) n° 575/2013 du Parlement européen et du Conseil du 26 juin 2013 concernant les exigences prudentielles applicables aux établissements de crédit et aux entreprises d’investissement et modifiant le règlement (UE) n° 648/2012, avec laquelle l’entreprise d’assurance a des liens étroits; 2° d’un organisme de placement en créance à forme statutaire au sens de la loi du 3 août 2012 relative aux organismes de placement collectif qui répondent aux conditions de la directive 2009/65/CE et aux organismes de placement en créances ou d’un organisme de placement collectif à forme statutaire au sens de la loi du 3 août 2012 précitée ou de la loi du 19 avril 2014 relative aux organismes de placement collectif alternatifs et à leurs gestionnaires; 3° d’une entreprise dont l’activité se situe dans le prolongement de l’activité d’assurance, telle un bureau de courtage ou un bureau de règlement de sinistres, 4° d’une société patrimoniale dans laquelle de telles personnes ou leur famille détiennent, dans le cadre de la gestion normale de leur patrimoine, un intérêt significatif.

Les personnes qui participent à la direction effective d’une société mutualiste visée à l’article 2, § 1erter, peuvent en outre participer à la gestion journalière d’une mutualité, d’une union nationale de mutualités ou d’une autre société mutualiste visée par la loi du 6 août 1990 précitée auprès de laquelle les membres de la société mutualiste visée à l’article 2, § 1erter, peuvent s’affilier.

§ 6. Les entreprises d’assurance notifient sans délai à la Banque les fonctions exercées en dehors de l’entreprise d’assurance par les personnes visées au paragraphe 1er aux fins du contrôle du respect des dispositions prévues au présent article.”.

Art. 24. Dans la même loi, il est inséré un article 90/5 rédigé comme suit :

“Art. 90/5. En cas de faillite d’une entreprise d’assurance, sont nuls et sans effet relativement à la masse, les paiements effectués par cette entreprise, soit en espèces, soit autrement, à ses membres de l’organe légal d’administration, à titre de tantièmes ou autres participations aux bénéfices, au cours des deux années qui précèdent l’époque déterminée par le tribunal comme étant celle de la cessation de ses paiements.

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The first paragraph shall not apply when the court recognizes that no manifestly gross fault committed by these persons contributed to the bankruptcy.”.

Art. 25. Article 90bis of the same law, last amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 90bis. § 1. Insurance undertakings shall inform the Bank 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 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, insurance undertakings shall communicate to the Bank all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability and appropriate expertise required for the exercise of their functions in accordance with Article 90.

The first paragraph shall also apply 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 dismissal, or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 shall be submitted to the Bank for prior approval.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in paragraph 1 in an undertaking subject to the supervision of the Bank by application of Article 36/2 of the Law of 22 February 1998, the Bank shall first consult the FSMA.

The FSMA shall communicate its opinion to the Bank within a period of one week from receipt of the request for opinion.

§ 3. Insurance undertakings shall inform the Bank 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 effective management.

Significant changes in the division of tasks referred to in the first paragraph shall give rise to the application of paragraphs 1 and 2.”.

Art. 26. Article 91ter/1 of the same law, last amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 91ter/1. § 1. Notwithstanding Article 91ter, § 2, the Bank must be informed of the identity of the natural or legal persons who intend to acquire, directly or indirectly, a qualifying holding in an insurance holding company governed by Belgian law, as well as of their intention to increase or decrease that holding. The provisions of Articles 23bis and 24 of the Law shall apply mutatis mutandis.

§ 2. Notwithstanding Article 91ter, § 2, the members of the statutory administrative body of an insurance holding company, the persons responsible for effective management, as well as, where applicable, the persons responsible for the independent control functions, shall be 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.

The effective management of an insurance holding company must be entrusted to at least two natural persons.

Article 20 of the Law of 25 April 2014 on the status and supervision of credit institutions shall apply to the persons referred to in the first paragraph.

The following articles shall apply mutatis mutandis:

1° Article 9bis, to the members of the statutory administrative body and the persons participating in effective management;

2° Article 90/4, to the members of the statutory administrative body, the members of the management committee of the insurance holding company governed by Belgian law, and all persons who, under whatever name or in whatever capacity, participate in the management or administration of the insurance holding company;

3° Article 90/5, to the members of the statutory administrative body;

4° Article 90bis, to the members of the statutory administrative body and the members of the management committee or, in the absence of a management committee, to the persons responsible for effective management of an insurance holding company governed by Belgian law, as well as, where applicable, to the persons responsible for the independent control functions.”.

Art. 27. In the same law, an Article 91ter/2 is inserted, reading as follows:

“Art. 91ter/2. § 1. Every insurance holding company established as a public limited company shall establish a management committee within the meaning of Article 524bis of the Companies Code, which shall be composed exclusively of members of the board of directors, to whom all the management powers of the board of directors are delegated.

However, this delegation of powers may not cover the determination of general policy nor the acts reserved for the board of directors by other provisions of the Companies Code or by this Law.

§ 2. The majority of the directors of the board of directors shall not be members of the management committee.

§ 3. The functions of chairman of the board of directors and chairman of the management committee shall be exercised by different persons.

§ 4. The daily management referred to in Article 525 of the Companies Code may not be entrusted to a non-executive member of the board of directors.”.

Art. 28. In the same law, an Article 91ter/3 is inserted, reading as follows:

“Art. 91ter/3. § 1. The statutes of insurance holding companies established other than as a public limited company shall provide for the establishment, within the statutory administrative body, of a body composed exclusively of members of the statutory administrative body, called the “management committee”, to whom all the management powers of the statutory administrative body are delegated, excluding the determination of general policy and the acts reserved for the statutory administrative body by the Companies Code or by this Law.

§ 2. The majority of the members of the statutory administrative body shall not be members of the management committee referred to in paragraph 1.

§ 3. The functions of chairman of the statutory administrative body and chairman of the management committee shall be exercised by different persons.

§ 4. When the Companies Code provides for a daily management body for the relevant company form, that body may not be entrusted to a non-executive member of the statutory administrative body.”.

Art. 29. In the same law, an Article 91ter/4 is inserted, reading as follows:

“Art. 91ter/4. The Bank may, on the grounds of the size and risk profile of an insurance holding company, authorize it to derogate, in whole or in part, from the obligations of Articles 90ter/2 and 90ter/3.

The derogation may in particular concern:

1° the obligation to establish a management committee, without prejudice to compliance with Article 90, § 2;

2° the composition of the management committee, by allowing persons who are not members of the statutory administrative body to be members of the management committee; in this case, Articles 91ter/1, 90/4, 90/5 and 90bis shall apply to them;

3° the combining of the functions of chairman of the management committee and chairman of the statutory administrative body.”.

Art. 30. In Article 91nonies, § 2bis, inserted by the Law of 20 June 2005 and amended by the Law of 16 February 2009 and by the Royal Decree of 3 March 2011, the words “within the meaning of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “within the meaning of the Law of 25 April 2014 on the status and supervision of credit institutions,”.

Art. 31. In Article 91octies decies, § 1, inserted by the Law of 20 June 2005, the following amendments are made:

1° in the provision under 3°, amended by the Law of 16 February 2009, the words “as defined in Article 1, second paragraph, of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “as defined in Article 1, § 3, of the Law of 25 April 2014 on the status and supervision of credit institutions,”;

2° in the provision under 4°), a), the words “within the meaning of Article 3, § 1, 5°), of the Law of 22 March 1993,” are replaced by the words “within the meaning of Article 3, 42°), of the Law of 25 April 2014 on the status and supervision of credit institutions,”;

3° in the provision under 6°), amended by the Law of 16 February 2009, the words “Article 49 of the Law of 22 March 1993” are replaced by the words “Article 3, 27°) and Sections I, II and IV of Book II, Title III, Chapter IV of the Law of 25 April 2014.”.

Section III. — Amendment of the Law of 2 January 1991 concerning the market for government debt securities and monetary policy instruments

Art. 32. In Article 13, § 2, 1°) of the Law of 2 January 1991 concerning the market for government debt securities and monetary policy instruments, amended by the Law of 15 December 2004, the words “by the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “by the Law of 25 April 2014 on the status and supervision of credit institutions;”.

Section IV. — Amendments of the Law of 4 August 1992 on mortgage credit

Art. 33. In Article 43bis of the Law of 4 August 1992 on mortgage credit, inserted by the Law of 11 February 1994 and amended by the Royal Decree of 25 March 2003, the following amendments are made:

1° in § 1, second paragraph, the words “in accordance with Articles 65 and 66 of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “in accordance with Articles 312 and 313 of the Law of 25 April 2014 on the status and supervision of credit institutions,”;

2° in § 2, the words “as referred to in Article 78 of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “as referred to in Article 332 of the Law of 25 April 2014 on the status and supervision of credit institutions”;

3° in § 3, second paragraph, the words “without prejudice to Article 75, § 4, of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “without prejudice to Article 329, § 6, of the Law of 25 April 2014 on the status and supervision of credit institutions,”.

Section V. — Amendments of the Law of 11 January 1993 on the prevention of the use of the financial system for the purpose of money laundering and of terrorist financing

Art. 34. In Article 2 of the Law of 11 January 1993 on the prevention of the use of the financial system for the purpose of money laundering and of terrorist financing, replaced by the Law of 18 January 2010, the following amendments are made:

1° in § 1, the provision under 4°) is replaced as follows:

“4° credit institutions governed by Belgian law as referred to in Book II of the Law of 25 April 2014 on the status and supervision of credit institutions, branches in Belgium of credit institutions subject to the law of another country of the European Economic Area, as referred to in Article 312 of the same Law, and branches of credit institutions subject to the law of countries that are not part of the European Economic Area,”.

rights of countries that are not members of the European Economic Area, as referred to in Article 333 of the same law;”

2° in § 2, amended by the law of 18 January 2010, the words “as referred to in Article 3, § 2, 2) to 12) and 14), of the law of 22 March 1993 on the status of and supervision of credit institutions,” are replaced by the words “as referred to in Article 4, 2) to 12) and 14), of the law of 25 April 2014 on the status of and supervision of credit institutions,”.

Section VI. — Amendments to the law of 27 March 1995 concerning insurance and reinsurance intermediation and the distribution of insurance

Art. 35. In Article 10, first paragraph, 3° of the law of 27 March 1995 concerning insurance and reinsurance intermediation and the distribution of insurance, amended by the law of 6 April 2010, the words “as referred to in Article 19 of the law of 22 March 1993 on the status of and supervision of credit institutions.” are replaced by the words “as referred to in Article 20 of the law of 25 April 2014 on the status of and supervision of credit institutions.”.

Art. 36. In Article 10bis, first paragraph, 1° of the same law, amended by the law of 6 April 2010, the words “listed in Article 19 of the law of 22 March 1993 on the status of and supervision of credit institutions,” are replaced by the words “listed in Article 20 of the law of 25 April 2014 on the status of and supervision of credit institutions,”.

Section VII. — Amendments to the law of 6 April 1995 on the status of and supervision of investment firms

Art. 37. In Article 45, § 1 of the law of 6 April 1995 on the status of and supervision of investment firms, amended by the Royal Decree of 27 April 2007, the following amendments are made:

1° in the provision under 1°, the words “in Titles II to IV of the law of 22 March 1993 on the status of and supervision of credit institutions;” are replaced by the words “in Book II and in Titles I and II of Book III of the law of 25 April 2014 on the status of and supervision of credit institutions;”;

2° in the provision under 10°, the words “within the meaning of the law of 22 March 1993;” are replaced by the words “within the meaning of the law of 25 April 2014;”;

3° in the provision under 12°, the words “within the meaning of the law of 22 March 1993;” are replaced by the words “within the meaning of the law of 25 April 2014;”.

Art. 38. In Article 46 of the same law, last amended by the Royal Decree of 12 November 2013, the following amendments are made:

1° in the provision under 20°, the words “in Titles II to IV of the law of 22 March 1993 on the status of and supervision of credit institutions;” are replaced by the words “in Book II and in Titles I and II of Book III of the law of 25 April 2014 on the status of and supervision of credit institutions”;

2° in the provision under 29°, the words “referred to in Article 3, § 1, 5°, first paragraph, of the law of 22 March 1993 on the status of and supervision of credit institutions;” are replaced by the words “referred to in Article 3, 42°, of the law of 25 April 2014 on the status of and supervision of credit institutions;”;

3° the provision under 48° is inserted, reading:

“48° independent control function: the internal audit function, the compliance function or the risk management function, as respectively referred to in the second, third or fourth paragraph of Article 62, § 3.”.

Art. 39. Article 49bis, first paragraph, 3° of the same law, inserted by the Royal Decree of 3 March 2011, is replaced as follows:

“3° the professional reliability of the persons who are members of the statutory governing body of the stock exchange company, of the management committee or, in the absence of a management committee, of the persons responsible for effective management, as well as of the persons responsible for the independent control functions, if they are proposed for the first time for such a function in a financial undertaking subject to the supervision of the Bank under Article 36/2 of the law of 22 February 1998.”.

economic European, referred to in Article 333 of the same law;”

2° in § 2, modified by the law of 18 January 2010, the words “referred to in Article 3, § 2, 2) to 12) and 14), of the law of 22 March 1993 on the status and control of credit institutions,” are replaced by the words “referred to in Article 4, 2) to 12) and 14), of the law of 25 April 2014 on the status and control of credit institutions,”.

Section VI. — Modifications of the law of 27 March 1995 on insurance and reinsurance intermediation and the distribution of insurance

Art. 35. In Article 10, first paragraph, 3°, of the law of 27 March 1995 on insurance and reinsurance intermediation and the distribution of insurance, modified by the law of 6 April 2010, the words “provided for in Article 19 of the law of 22 March 1993 on the status and control of credit institutions.” are replaced by the words “provided for in Article 20 of the law of 25 April 2014 on the status and control of credit institutions.”.

Art. 36. In Article 10bis, first paragraph, 1°, of the same law, modified by the law of 6 April 2010, the words “enumerated in Article 19 of the law of 22 March 1993 on the status and control of credit institutions” are replaced by the words “enumerated in Article 20 of the law of 25 April 2014 on the status and control of credit institutions,”.

Section VII. — Modifications of the law of 6 April 1995 on the status and control of investment firms

Art. 37. In Article 45, § 1, of the law of 6 April 1995 on the status and control of investment firms, modified by the Royal Decree of 27 April 2007, the following modifications are made:

1° in 1°, the words “in Titles II to IV of the law of 22 March 1993 on the status and control of credit institutions;” are replaced by the words “in Book II and in Titles I and II of Book III of the law of 25 April 2014 on the status and control of credit institutions;”;

2° in 10°, the words “within the meaning of the law of 22 March 1993;” are replaced by the words “within the meaning of the law of 25 April 2014;”;

3° in 12°, the words “within the meaning of the law of 22 March 1993;” are replaced by the words “within the meaning of the law of 25 April 2014;”.

Art. 38. In Article 46 of the same law, last modified by the Royal Decree of 12 November 2013, the following modifications are made:

1° in 20°, the words “in Titles II to IV of the law of 22 March 1993 on the status and control of credit institutions;” are replaced by the words “in Book II and in Titles I and II of Book III of the law of 25 April 2014 on the status and control of credit institutions”;

2° in 29°, the words “referred to in Article 3, § 1, 5°, first paragraph, of the law of 22 March 1993 on the status and control of credit institutions;” are replaced by the words “referred to in Article 3, 42°, of the law of 25 April 2014 on the status and control of credit institutions;”;

3° a 48° is added, drafted as follows:

“48° by independent control function: the internal audit function, the compliance function or the risk management function referred to respectively in paragraph 2, 3 or 4 of Article 62, § 3.”.

Art. 39. Article 49bis, first paragraph, 3°, of the same law, inserted by the Royal Decree of 3 March 2011, is replaced as follows:

“3° the professional reliability of the persons called upon to be members of the statutory administrative body of the stock exchange company, of the management committee or, in the absence of a management committee, of the persons called upon to be responsible for effective management, as well as of the persons called upon to be responsible for independent control functions, if these persons are proposed for the first time for such a function in a financial enterprise controlled by the Bank by application of Article 36/2 of the law of 22 February 1998.”.

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Art. 40. In Article 60 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° Paragraph 1 is replaced as follows:

“Art. 60. § 1/1. The members of the statutory governing body of the investment firm, the persons responsible for effective management, where applicable the members of the management committee, as well as the persons responsible for the 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 function.

§ 1/2. The effective management of the investment firm must be entrusted to at least two natural persons.

§ 1/3. The supervisory authority does not grant a license if it is not convinced that the persons who will effectively lead the business of the investment firm are known to be sufficiently professionally reliable and possess sufficient expertise, or if there are objective and demonstrable reasons to assume that any proposed changes in the management of the enterprise pose a threat to its sound and prudent management.”;

2° In § 2, the words “of § 1” are replaced by the words “of § 1/1 to § 1/3”.

Art. 41. Article 61 of the same law, amended by the law of 6 April 2010, is replaced as follows:

“Article 20 of the law of 25 April 2014 on the status of and supervision of credit institutions is applicable.”.

Art. 42. In Article 67, § 3, second paragraph, b) of the same law, replaced by the law of 31 July 2009, the words “the reputation and experience” are replaced by the words “the reliability and expertise”.

Art. 43. Article 69bis of the same law, last amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 69bis. § 1. The investment firm informs the supervisory authority in advance of the proposal for the appointment of the members of the statutory governing body and of the members of the management committee or, in the absence of a management committee, of the persons responsible for 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, the investment firm communicates to the supervisory authority all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability and appropriate expertise required for the exercise of their functions in accordance with Article 60.

The first paragraph is also applicable 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 dismissal or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 is submitted for prior approval to the supervisory authority.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in paragraph 1 in an institution subject to the supervision of one of the supervisory authorities, the one supervisory authority first consults the other supervisory authority.

The other supervisory authority communicates its opinion to the one supervisory authority within a period of one week after receipt of the request for opinion.

Art. 40. In Article 60 of the same law, last modified by the Royal Decree of 3 March 2011, the following modifications are made:

1° Paragraph 1 is replaced as follows:

“Art. 60. § 1/1. The members of the statutory administrative body of the investment firms, the persons responsible for effective management, where applicable the members of the management committee, as well as the persons responsible for the independent control functions are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the professional reliability necessary and adequate expertise for the exercise of their function.

§ 1/2. The effective management of the investment firms must be entrusted to at least two natural persons.

§ 1/3. The supervisory authority refuses the approval if it is not convinced that the persons who will effectively lead the activity of the investment firm enjoy sufficient professional reliability and expertise or if there are objective and demonstrable reasons to estimate that the proposed change in management might compromise the sound and prudent management of the investment firm.”;

2° In § 2, the words “defined in § 1” are replaced by the words “defined in § 1/1 to § 1/3”.

Art. 41. Article 61 of the same law, modified by the law of 6 April 2010, is replaced as follows:

“Article 20 of the law of 25 April 2014 on the status and control of credit institutions is applicable.”.

Art. 42. In Article 67, § 3, paragraph 2, b), of the same law, replaced by the law of 31 July 2009, the words “the reputation and experience” are replaced by the words “the reliability and expertise”.

Art. 43. Article 69bis of the same law, last modified by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 69bis. § 1. The investment firms inform the supervisory authority 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 effective management, as well as of the persons responsible for the independent control functions.

In the framework of the information required under the first paragraph, the investment firms communicate to the supervisory authority all documents and information enabling it to evaluate if the persons whose appointment is proposed possess the necessary professional reliability and adequate expertise for the exercise of their function in accordance with Article 60.

The first paragraph is also applicable to the proposal for the renewal of the appointment of the persons referred to therein as well as to the non-renewal of their appointment, their revocation or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 is subject to the prior approval of the supervisory authority.

When it concerns the appointment of a person who is proposed for the first time to a function referred to in paragraph 1 in an establishment subject to the control of one of the supervisory authorities, the first supervisory authority mentioned consults the other supervisory authority in advance.

The other supervisory authority communicates its opinion to the first supervisory authority within a period of one week from the receipt of the request for opinion.

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§ 3. The investment firm informs the supervisory authority of any possible division of tasks between the members of the statutory governing body and between the persons responsible for effective management, where applicable between the members of the management committee.

Significant changes in the division of tasks referred to in the first paragraph give rise to the application of paragraphs 1 and 2.”.

Art. 44. In Article 83 of the same law, replaced by the Royal Decree of 27 April 2007 and amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° in paragraph 1, second paragraph, the provision under 4° is replaced as follows:

“4° the name of the effective managers of the branch and, where applicable, of the persons responsible for the independent control functions of the branch”;

2° a paragraph 1/1 is inserted, reading:

“§ 1/1. The effective managers of the branch and the persons responsible for the independent control functions of the branch must permanently possess the professional reliability and appropriate expertise required for the exercise of their function. Article 69bis is applicable by analogy to the appointment of the effective managers of the branch and, where applicable, of the persons responsible for the independent control functions of the branch.”.

Art. 45. In Article 95 of the same law, last amended by the Royal Decree of 12 November 2013, the following amendments are made:

1° in paragraph 1, second paragraph, the words “of Article 49 of the law of 22 March 1993 on the status of and supervision of credit institutions.” are replaced by the words “of Sections I, II and IV of Book II, Title III, Chapter IV of the law of 25 April 2014 on the status of and supervision of credit institutions.”;

2° in paragraph 5, third paragraph, b), the words “measures and” are inserted between the word “which” and the word “sanctions”.

Art. 46. In Article 95bis, § 1 of the same law, inserted by the law of 20 June 2005, the following amendments are made:

1° in the provision under 3°, amended by the law of 16 February 2009 and by the Royal Decree of 12 November 2013, the words “as defined in Article 1, second paragraph, of the law of 22 March 1993 on the status of and supervision of credit institutions,” are replaced by the words “as defined in Article 1, § 3, of the law of 25 April 2014 on the status of and supervision of credit institutions,”;

2° in the provision under 4°, a), amended by the law of 15 May 2007, the words “within the meaning of Article 3, § 1, 5°, of the law of 22 March 1993,” are replaced by the words “within the meaning of Article 3, 41°, of the law of 25 April 2014,”;

3° in the provision under 6°, amended by the law of 16 February 2009, the words “Article 49 of the law of 22 March 1993,” are replaced by the words “Article 3, § 1, 26° and Sections I, II and IV of Book II, Title III, Chapter IV of the law of 25 April 2014,”.

Art. 47. In Article 96 of the same law, amended by the law of 15 May 2007 and by the Royal Decree of 3 March 2011, the words “Article 52 of the law of 22 March 1993 on the status of and supervision of credit institutions.” are replaced by the words “Article 222 of the law on the status of and supervision of credit institutions.”.

Art. 48. In Article 100, third paragraph of the same law, the words “referred to in Article 52, first paragraph, of the law of 22 March 1993 on the status of and supervision of credit institutions” are replaced by the words “referred to in Article 222, first paragraph, of the law of 25 April 2014 on the status of and supervision of credit institutions”.

§ 3. The investment firms inform the supervisory authority of the possible division of tasks between the members of the statutory administrative body and between the persons responsible for effective management, where applicable between the members of the management committee.

Significant changes occurring in the division of tasks referred to in the first paragraph give rise to the application of paragraphs 1 and 2.”.

Art. 44. In Article 83 of the same law, replaced by the Royal Decree of 27 April 2007 and modified by the Royal Decree of 3 March 2011, the following modifications are made:

1° in paragraph 1, paragraph 2, the 4° is replaced as follows:

“4° the name of the effective managers of the branch and, where applicable, of its persons responsible for the independent control functions”;

2° a paragraph 1/1 is inserted, drafted as follows:

Ҥ 1/1. The effective managers of the branch as well as the persons responsible for the independent control functions of the branch must permanently possess the necessary professional reliability and adequate expertise for the exercise of their function.

Article 69bis is applicable by analogy to the appointment of the effective managers of the branch and, where applicable, of its persons responsible for the independent control functions.”.

Art. 45. In Article 95 of the same law, last modified by the Royal Decree of 12 November 2013, the following modifications are made:

1° in paragraph 1, paragraph 2, the words “of Article 49 of the law of 22 March 1993 on the status and control of credit institutions.” are replaced by the words “of Sections I, II and IV of Book II, Title III, Chapter IV of the law of 25 April 2014 on the status and control of credit institutions.”;

2° in paragraph 5, paragraph 3, b), the words “measures and” are inserted between the words “those of” and “sanctions provided”.

Art. 46. In Article 95bis, § 1, of the same law, inserted by the law of 20 June 2005, the following modifications are made:

1° in 3°, modified by the law of 16 February 2009 and by the Royal Decree of 12 November 2013, the words, “as defined in Article 1, paragraph 2, of the law of 22 March 1993 on the status and control of credit institutions,” are replaced by the words “as defined in Article 1, § 3, of the law of 25 April 2014 on the status and control of credit institutions,”;

2° in 4°, a), modified by the law of 15 May 2007, the words “within the meaning of Article 3, § 1, 5°, of the law of 22 March 1993,” are replaced by the words “within the meaning of Article 3, 41°, of the law of 25 April 2014,”;

3° in 6°, modified by the law of 16 February 2009, the words “to Article 49 of the law of 22 March 1993,” are replaced by the words “to Article 3, § 1, 26° and Sections I, II and IV of Book II, Title III, Chapter IV of the law of 25 April 2014,”.

Art. 47. In Article 96 of the same law, modified by the law of 15 May 2007 and by the Royal Decree of 3 March 2011, the words “to Article 52 of the law of 22 March 1993 on the status and control of credit institutions.” are replaced by the words “to Article 222 of the law on the status and control of credit institutions.”.

Art. 48. In Article 100, paragraph 3 of the same law, the words “referred to in Article 52, paragraph 1, of the law of 22 March 1993 on the status and control of credit institutions” are replaced by the words “referred to in Article 222, paragraph 1, of the law of 25 April 2014 on the status and control of credit institutions”.

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Art. 49. In the same law, the heading of Chapter IV of Book II, Title II is replaced as follows: “Withdrawal of authorization, exceptional measures, penalty payments and administrative sanctions.”

Art. 50. In Article 137, first paragraph, 3°, c) of the same law, the words “pursuant to the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “pursuant to the Law of 25 April 2014 on the status and supervision of credit institutions.”

Art. 51. In Article 139, second paragraph, amended by the Law of 21 December 2009, the following amendments are made:
1° the word “experience” is replaced by the word “expertise”; 2° the words “Article 19 of the Law of 22 March 1993 on the status and supervision of credit institutions.” are replaced by the words “Article 20 of the Law of 25 April 2014 on the status and supervision of credit institutions.”.

Art. 52. In Article 152, first paragraph of the same law, the words “managers or approved auditors of investment firms” are replaced by the words “managers, heads of independent control functions or approved auditors of investment firms.”

Art. 53. Article 170 of the same law is repealed.

Section VIII. — Amendments of the Law of 22 February 1998 establishing the organic status of the National Bank of Belgium

Art. 54. In Article 4 of the Law of 22 February 1998 establishing the organic status of the National Bank of Belgium, last amended by the Royal Decree of 7 December 2007, the following amendments are made:
1° in the first paragraph, the words “, to bearer” are deleted; 2° the second paragraph is repealed.

Art. 55. In Article 12bis of the same law, inserted by the Royal Decree of 3 March 2011, paragraph 1 is supplemented with the words “and in accordance with the European rules concerning the Single Supervisory Mechanism.”

Art. 56. In the same law, an Article 12ter is inserted, reading as follows:
“Art. 12ter. § 1. The Bank performs the tasks of the resolution authority, which is authorized to apply resolution instruments and exercise resolution powers in accordance with the Law of 25 April 2014 on the status and supervision of credit institutions.
§ 2. The operating costs relating to the tasks referred to in paragraph 1 are borne by the institutions subject to the legislation referred to in paragraph 1, according to the rules established by the King.
§ 3. The provisions of Article 12bis, § 3 apply to the tasks referred to in this article. In particular, the existence or non-existence of a serious fault must be assessed based on the concrete circumstances of the case in question, and in particular the urgency with which those persons were confronted, the practices on financial markets, the complexity of the case in question, the threats to the protection of savings, and the risk of damage to the national economy.”.

Art. 57. In Article 17 of the same law, amended by the Royal Decree of 3 March 2011, the words: “and the Sanctions Committee.” are replaced by the words “, the Sanctions Committee and the Resolution College.”.

Art. 58. In Article 18.1 of the same law, the words “and the Regents Council” are replaced by the words “, the Regents Council and the Resolution College”.

Art. 59. In the same law, an Article 21ter is inserted, reading as follows:
“Art. 21ter. § 1. Within the Bank, a Resolution College is established, which is competent for the tasks referred to in Article 12ter.
§ 2. The Resolution College consists of the following persons:
1° the Governor;
2° the Vice-Governor;
3° the Director responsible for the department in charge of the prudential supervision of banks and stock exchange companies; 4° the Director responsible for the department in charge of prudential policy and financial stability; 5° the Director designated by the Bank as responsible for the resolution of credit institutions; 6° the President of the Financial Services and Markets Authority; 7° the President or the Management Committee of the Federal Public Service Finance; 8° the Senior Official of the Resolution Fund; 9° 4 members appointed by the King by a decision deliberated in the Council of Ministers; and 10° a magistrate appointed by the King. § 3. The persons referred to in paragraph 2, first paragraph, 9° are appointed based on their specific competencies in the banking sector and in the field of financial analysis. The persons referred to in paragraph 2, first paragraph, 9° and 10° are appointed for a renewable term of 4 years. They can only be relieved of their functions by the authorities that appointed them if they no longer meet the conditions for exercising their functions or if they have committed a serious fault. § 4. The King establishes by a decision deliberated in the Council of Ministers the following:
1° the organization and operation of the Resolution College and of the services responsible for preparing its work; 2° the conditions for the exchange of information between the Resolution College and third parties, including the other organs and services of the Bank; and 3° the measures to be taken to avoid conflicts of interest between the Resolution College and the other organs and services of the Bank. § 5. In the event of a breach of the provisions of Book II, Titles IV and VIII of the Law of 25 April 2014 on the status and supervision of credit institutions and of the measures taken in implementation thereof, the Resolution College replaces the Management Committee for the application of Section 3 of Chapter IV/1 of this law.”.

Art. 60. In Article 22 of the same law, the following amendments are made:
1° in point 1, the words “, for the supervisory tasks referred to in Article 12bis and for the tasks referred to in Chapter IV/3” are inserted between the words “Except for the tasks and operations falling within the ESCB” and the words “, the Minister of Finance, through his representative,”; 2° in point 2, the words “, for the supervisory tasks referred to in Article 12bis and for the tasks referred to in Chapter IV/3” are inserted between the words “Except for the tasks and operations falling within the ESCB” and the words “, he supervises the operations of the Bank,”.

Art. 61. In Article 25 of the same law, amended by the Law of 27 March 2006 and by the Royal Decree of 3 March 2011, the words “member of the Sanctions Committee” are replaced by the words “member of the Sanctions Committee, member of the Resolution College”.

Art. 62. In Article 26, § 2 of the same law, replaced by the Royal Decree of 3 March 2011, the words “, the members of the Resolution College” are inserted between the words “The Regents” and the words “and the majority of the censors.”.

Art. 63. In Article 36/1 of the same law, inserted by the Royal Decree of 3 March 2011, the following amendments are made:
1° in the provision under 3°, the words “in Titles II to IV of the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “in Book II and in Titles I and II of Book III of the Law of 25 April 2014 on the status and supervision of credit institutions;”; 2° the provisions under 19°, 20° and 21°, inserted by the Royal Decree of 12 November 2013, are renumbered as 20°, 21° and 22°.

Art. 64. In Article 36/3, § 2, first paragraph of the same law, inserted by the Royal Decree of 3 March 2011, the words “, with the exception of credit institutions,” are inserted between the words “referred to in Article 36/2” and the words “which must be considered systemically relevant.”.

Art. 65. In the same law, Article 36/6, inserted by the Royal Decree of 3 March 2011, of which the existing text will form paragraph 1, is supplemented with a paragraph 2, reading as follows:
Ҥ 2. The Bank also provides the following information on its website:
1° in addition to the legislation on the status and supervision of credit institutions, and the decrees, regulations and circulars taken in implementation or application of this legislation or of European regulations, a transposition table of the provisions of the European directives on prudential supervision of credit institutions, indicating the options retained; 2° the assessment criteria and the methodology used in its evaluation as referred to in Article 142 of the Law of 25 April 2014 on the status and supervision of credit institutions; 3° aggregated statistical data on the main aspects concerning the application of the legislation referred to in 1°; 4° other information, as prescribed by the decrees and regulations taken in implementation of this law. The information referred to in the first paragraph is published according to the guidelines of the European Commission. The Bank ensures regular updating of the information provided on its website. The Bank also publishes all other information required with the application of Union legal acts applicable in the field of supervision of credit institutions.”.

Art. 66. In Article 36/8 of the same law, inserted by the Royal Decree of 3 March 2011, the following amendments are made:
1° in § 1, the words “and penalty payments” are repealed; 2° in § 2, 3°, of the French text, the words “n’étant membres ni de la Cour de cassation, ni de la cour d’appel de Bruxelles;” are replaced by the words “n’étant conseiller ni à la Cour de cassation, ni à la cour d’appel de Bruxelles;”; 3° in § 4, the words “nor of the Resolution College of the Bank,” are inserted between the words “the Management Committee of the Bank,” and the words “nor of the personnel of the Bank;”; 4° in § 5, after the sentence “The mandate of the members of the Sanctions Committee lasts six years and is renewable.”, a sentence is inserted, reading:
“In the absence of reappointment, the members remain in office until the Sanctions Committee meets for the first time in its new composition.” inserted.

Art. 67. In the same law, the heading of Section 3 of Chapter IV/1, inserted by the Royal Decree of 3 March 2011, is replaced as follows:
“Procedural rules for the imposition of administrative fines.”.

Art. 68. In Article 36/9 of the same law, inserted by the Royal Decree of 3 March 2011, the following amendments are made:
1° in § 1, the words “or a penalty payment” are deleted; 2° a § 1/1 is inserted, reading as follows:
“§ 1/1. Notwithstanding § 1, third paragraph, the auditor has the authority to summon and hear anyone, according to the rules determined below.
The summons for a hearing takes place either by ordinary notification, or by a registered letter sent by post, or by bailiff’s deed.

The summons for a hearing takes place either by ordinary notification, or by a registered letter sent by post, or by bailiff’s deed.

Any person summoned in application of the first paragraph is required to appear.

When hearing persons, regardless of their capacity, the auditor shall observe at least the following rules:

1° The hearing begins with the statement to the questioned person that:
a) they may request that all questions put to them and all answers given be recorded in the words used; b) they may request that a specific investigative act be carried out or a specific hearing be conducted; c) their statements may be used as evidence in court;

2° Any person questioned may use the documents in their possession, without this causing the hearing to be postponed. They may, during the questioning or subsequently, require that these documents be attached to the hearing record;

3° At the end of the hearing, the questioned person is given the hearing record to read, unless they request that it be read aloud. They are asked whether they wish to correct their statements or add anything to them;

4° If the questioned person wishes to express themselves in a language other than that of the procedure, their statements are recorded in their language, or they are asked to record their statement themselves;

5° The questioned person is informed that they can obtain a free copy of the text of their hearing, which, if requested, is handed over or sent immediately or within one month.”.

Art. 69. In Article 36/10, § 4 of the same law, inserted by the Royal Decree of 3 March 2011, the sentence “If the Management Committee considers that the grievances may lead to the imposition of a coercive penalty, it shall explicitly mention this.” is deleted.

Art. 70. In Article 36/11 of the same law, inserted by the Royal Decree of 3 March 2011, the following amendments are made:

1° in § 1, the sentence “If the notification issued by the Management Committee states that the grievances may lead to the imposition of a coercive penalty, this period is shortened to eight calendar days.” is deleted;

2° in § 1, the words “these periods” are replaced by the words “this period”;

3° in § 3, the words “or coercive penalties” are deleted;

4° in § 3 of the Dutch text, the words “and after consultation with the auditor,” are replaced by the words “and after having heard the auditor,”;

5° in § 4, the words “The amount of the fine or of the coercive penalties is determined” are replaced by the words “Subject to additional or other criteria determined by special laws, the amount of the fine is determined” and the word “it” is inserted between the words “and must” and the words “be proportional”;

6° paragraph 6, first paragraph is replaced as follows:
“The Sanctions Commission makes its decisions publicly known by name on the Bank’s website for a duration of at least five years, unless this publication risks compromising financial stability or an ongoing criminal investigation or criminal proceedings, or risks causing disproportionate harm to the persons involved or to the institutions to which they belong. In that case, the decision is made known anonymously on the Bank’s website. If an appeal is lodged against the sanction decision, it is made known anonymously pending the outcome of the appeal procedures.”.

Art. 71. In Article 36/12 of the same law, inserted by the Royal Decree of 3 March 2011, the words “and coercive penalties” are deleted.

Art. 72. In the same law, an Article 36/12/1 is inserted, reading:

“Art. 36/12/1. § 1. Without prejudice to other measures provided by this law, the Bank may, if it finds an infringement of Article 36/9, § 1/1, third paragraph of this law, impose an administrative fine on the offender which may not be less than 2,500 euros, nor may it exceed 2,500,000 euros for the same act or set of acts.

§ 2. The fines imposed in application of paragraph 1 are collected for the benefit of the Treasury by the Administration of the Cadastre, Registration and Domains.”.

Art. 73. In Chapter IV/1 of the same law, a Section 3bis is inserted, with the heading:

“Coercive penalties imposed by the Bank”.

Art. 74. In Section 3bis of the same law, inserted by Article 73, an Article 36/12/2 is inserted, reading:

“Art. 36/12/2. § 1. The Bank may order any person to comply with Article 36/9, § 1/1, third paragraph of this law within the time limit set by it.

If the person to whom it has addressed an order in application of the first paragraph fails to do so upon expiration of the time limit imposed on them, and provided that that person has been able to avail themselves of their means, the Bank may impose the payment of a coercive penalty which may not be less than 250 euros per calendar day, nor more than 50,000 euros, nor in total exceed 2,500,000 euros.

§ 2. The coercive penalties imposed in application of paragraph 1 are collected for the benefit of the Treasury by the Administration of the Cadastre, Registration and Domains.”.

Art. 75. In Section 3bis of the same law, inserted by Article 73, an Article 36/12/3 is inserted, reading:

“Art. 36/12/3. When the Bank imposes a coercive penalty on the basis of this law or other legal or regulatory provisions, and as long as the person to whom that coercive penalty is imposed does not comply with the obligation underlying the imposition of that coercive penalty, the Bank may make its decision to impose the coercive penalty publicly known by name on its website.”.

Art. 76. In Article 36/14, § 1 of the same law, inserted by the Royal Decree of 3 March 2011 and amended by the Laws of 28 July 2011 and 27 November 2012, the following amendments are made:

1° in the provision under 1°, second paragraph, the words “within the meaning of Article 49, §§ 5bis and 5ter, of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “within the meaning of Article 3, 66° of the Law of 25 April 2014 on the status and supervision of credit institutions”;

2° the provision under 2° is supplemented with the words:
“, including the European Central Bank with regard to the tasks entrusted to it by 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° the provision under 18° is inserted, reading:
“18° to the authorities subject to the laws of Member States of the European Union and competent in the field of macroprudential supervision, as well as to the European Systemic Risk Board, established by European Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010;”;

4° the provision under 19° is inserted, reading:
“19° within the limits of European regulations and directives, to the European Securities and Markets Authority, to the European Insurance and Occupational Pensions Authority, and to the European Banking Authority;”.

Art. 77. In Article 36/21, paragraph 1 of the same law, inserted by the Royal Decree of 3 March 2011, the words “a coercive penalty or” are deleted.

Art. 78. In Article 36/24 of the same law, inserted by the Royal Decree of 3 March 2011, the following amendments are made:

1° in § 1, first paragraph, 1°, the words “the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “the Law of 25 April 2014 on the status and supervision of credit institutions,”;

2° in § 2, the words “article 13, fourth paragraph, of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “article 14, second paragraph, of the Law of 25 April 2014 on the status and supervision of credit institutions.”

Art. 79. In article 36/26, § 7, first paragraph, of the same law, inserted by the Royal Decree of 3 March 2011, in the Dutch version, the words “operational management of services of clearing houses referred to in § 1” are replaced by the words “operational management of services of clearing houses as referred to in § 1”.

Section IX. — Modifications of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services

Art. 80. In article 2, first paragraph, of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, last amended by the Law of 30 July 2013, the following modifications are made:

1° in the provision under 10°, a), the words “in article 13 of the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “in article 14 of the Law of 25 April 2014 on the status and supervision of credit institutions;”;

2° in the provision under 10°, b), the words “article 65 or 66” are replaced by the words “article 312 or 313”;

3° in the provision under 10°, c), the words “article 79” are replaced by the words “article 333”;

4° in the provision under 34°, the words “referred to in Titles II to IV of the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “referred to in Book II and in Titles I and II of Book III of the Law of 25 April 2014 on the status and supervision of credit institutions;”;

5° the provision under 41° is replaced as follows:
“41°‘the Law of 25 April 2014’: the Law of 25 April 2014 on the status and supervision of credit institutions;”.

Art. 81. Article 17, § 1, 4°, of the same law, replaced by the Royal Decree of 27 April 2007, is replaced as follows:

“4° the members of the legal administrative body and the persons responsible for the effective management of the company and of the group of which it forms part, if applicable, are exclusively natural persons; they possess the professional reliability and appropriate expertise required for the exercise of their function;”.

Art. 82. Article 17bis of the same law, inserted by the Royal Decree of 27 April 2007 and modified by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 17bis. Market operators shall inform the FSMA in advance of the proposal for the appointment of the members of the legal administrative body and of the persons responsible for the effective management of the market operator or of the group of which it forms part, if applicable.

In the context of the information provision required under the first paragraph, market operators shall communicate to the FSMA all documents and information enabling it to assess whether the persons whose appointment is proposed possess, in accordance with article 17, 4°, the professional reliability and appropriate expertise required for the exercise of their function.

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 dismissal, or their resignation.

The appointment of the persons referred to in the first paragraph is subject to prior approval by the FSMA.

Market operators shall inform the FSMA of any division of tasks between the members of the legal administrative body and the persons responsible for the effective management of the market operator or of the group of which it forms part, if applicable, and of significant changes in this division of tasks.”.

Art. 83. In article 27, § 6, fourth dash, of the same law, modified by the Royal Decree of 27 April 2007, the words “article 20bis, § 2, of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “article 42 of the Law of 25 April 2014”.

2° au § 2, les mots “l’article 13, alinéa 4, de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit” sont remplacés par les mots “l’article 14, alinéa 2, de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit”.

Art. 79. Dans l’article 36/26, § 7, alinéa1er, de la même loi, inséré par l’arrêté royal du 3 mars 2011, dans la version néerlandaise, les mots “operationele beheer van in § 1 bedoelde diensten van vereffeningsinstellingen” sont remplacés par les mots “operationele beheer de diensten van vereffeningsinstellingen als bedoeld in § 1”.

Section IX. — Modifications de la loi du 2 août 2002 relative à la surveillance du secteur financier et aux services financiers

Art. 80. Dans l’article 2, alinéa1er, de la loi du 2 août 2002 relative à la surveillance du secteur financier et aux services financiers, modifié en dernier lieu par la loi du 30 juillet 2013, les modifications suivantes sont apportées :

1° au 10°, a), les mots “à l’article 13 de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit;” sont remplacés par les mots “à l’article 14 de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit;”;

2° au 10°, b), les mots “à l’article 65 ou 66” sont remplacés par les mots “à l’article 312 ou 313”;

3° au 10°, c), les mots “à l’article 79” sont remplacés par les mots “à l’article 333”;

4° au 34°, les mots “visé aux titres II à IV de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit;” sont remplacés par les mots “visé au Livre II et aux Titres Ier et II du Livre III de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit;”;

5° le 41° est remplacé par ce qui suit :
“41°‘la loi du 25 avril 2014’ : la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit;”.

Art. 81. L’article 17, § 1er,4°, de la même loi, remplacé par l’arrêté royal du 27 avril 2007, est remplacé par ce qui suit :

“4° les personnes qui sont membres de l’organe légal d’administration et celles qui assurent la direction effective de l’entreprise et du groupe dont elle fait, le cas échéant, partie sont exclusivement des personnes physiques. Elles possèdent l’honorabilité professionnelle nécessaire et l’expertise adéquate à l’exercice de leur fonction;”.

Art. 82. L’article 17bis de la même loi, inséré par l’arrêté royal du 27 avril 2007 et modifié par l’arrêté royal du 3 mars 2011, est remplacé par ce qui suit :

“Art. 17bis. Les entreprises de marché informent préalablement la FSMA de la proposition de nomination des membres de l’organe légal d’administration et des personnes chargées de la direction effective de l’entreprise de marché ou du groupe dont elle fait, le cas échéant, partie.

Dans le cadre de l’information requise en vertu de l’alinéa1er, les entreprises de marché communiquent à la FSMA tous les documents et informations lui permettant d’évaluer si les personnes dont la nomination est proposée disposent de l’honorabilité professionnelle nécessaire et de l’expertise adéquate à l’exercice de leur fonction conformément à l’article 17, 4°.

L’alinéa1er est également applicable à la proposition de renouvellement de la nomination des personnes qui y sont visées ainsi qu’au non-renouvellement de leur nomination, à leur révocation ou à leur démission.

La nomination des personnes visées à l’alinéa1er est soumise à l’approbation préalable de la FSMA.

Les entreprises de marché informent la FSMA de la répartition éventuelle des tâches entre les membres de l’organe légal d’administration et les personnes chargées de la direction effective de l’entreprise de marché ou du groupe dont elle fait, le cas échéant, partie, ainsi que des modifications importantes intervenues dans cette répartition des tâches.”.

Art. 83. Dans l’article 27, § 6, quatrième tiret, de la même loi, modifié par l’arrêté royal du 27 avril 2007, les mots “l’article 20bis, § 2, de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit” sont remplacés par les mots “l’article 42 de la loi du 25 avril 2014”.

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Art. 84. In article 45, § 1, 3°, f), of the same law, last amended by the Royal Decree of 3 March 2011, the words “articles 20 and 20bis of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “articles 21, 41, 42, 64 and 65, as well as article 66 insofar as it concerns the provision of investment services and the performance of investment activities, of the Law of 25 April 2014”.

Art. 85. Article 139 of the same law is repealed.

Section X. — Modifications of the Law of 22 March 2006 concerning intermediation in banking and investment services and the distribution of financial instruments

Art. 86. In article 4 of the Law of 22 March 2006 concerning intermediation in banking and investment services and the distribution of financial instruments, the following modifications are made:

1° in the provision under 1°, a), the words “within the meaning of article 3, § 2, 1), of the Banking Act;” are replaced by the words “within the meaning of article 4, 1), of the Banking Act;”;

2° in the provision under 5°, the words “in article 1, second paragraph, of the Banking Act;” are replaced by the words “in article 1, § 3, of the Banking Act;”;

3° the provision under 7° is replaced as follows:
“7°‘Banking Act’: the Law of 25 April 2014 on the status and supervision of credit institutions;”.

Art. 87. In article 8, first paragraph, of the same law, the provision under 4° is replaced as follows:

“4° not be in one of the cases listed in article 20 of the Banking Act;”.

Art. 88. In article 9 of the same law, the following modifications are made:

1° in the provision under 1°, modified by the Law of 6 April 2010, the words “which are listed in article 19 of the Banking Act,” are replaced by the words “which are listed in article 20 of the Banking Act,”;

2° in the provision under 2°, the words “within the meaning of article 3, § 1, 2°, of the Banking Act” are replaced by the words “within the meaning of article 3, 27°, of the Banking Act”.

Art. 89. In article 10, § 1, third paragraph, of the same law, the words “within the meaning of article 3, § 2, 2) and 3), of the Banking Act.” are replaced by the words “within the meaning of article 4, 2) and 3), of the Banking Act.”.

Art. 90. In article 12 of the same law, the following modifications are made:

1° in paragraph 1, 2°, the words “referred to in article 3, § 2, 4), 5) and 7) to 14), of the Banking Act,” are replaced by the words “within the meaning of article 4, 4), 5) and 7) to 14), of the Banking Act,”;

2° in paragraph 2, 2°, second paragraph, the words “within the meaning of article 3, § 2, 2), 3) and 6), of the Banking Act;” are replaced by the words “within the meaning of article 4, 2), 3) and 6), of the Banking Act;”.

Section XI. — Modifications of the Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market

Art. 91. In article 56, first paragraph, of the Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, modified by the Law of 17 July 2013, the following modifications are made:

1° in the provision under b), the words “referred to in article 13 of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “referred to in article 14 of the Law of 25 April 2014 on the status and supervision of credit institutions,”;

2° in the provision under c), the words “in accordance with article 65 of the Law of 22 March 1993;” are replaced by the words “in accordance with article 312 of the Law of 25 April 2014;”;

3° in the provision under d), the words “in accordance with article 66 of the Law of 22 March 1993;” are replaced by the words “in accordance with article 313 of the Law of 25 April 2014;”.

Art. 92. In article 68bis, first paragraph, of the same law, inserted by the Royal Decree of 3 March 2011 and modified by the Law of 17 July 2013, the following modifications are made:

Art. 84. Dans l’article 45, § 1er,3°, f), de la même loi, modifié en dernier lieu par l’arrêté royal du 3 mars 2011, les mots “les articles 20 et 20bis de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit”, sont remplacés par les mots “les articles 21, 41, 42, 64 et 65, ainsi que l’article 66 en ce qui concerne la fourniture de services d’investissement et l’exercice d’activités d’investissement, de la loi du 25 avril 2014”.

Art. 85. L’article 139 de la même loi est abrogé.

Section X. — Modifications de la loi du 22 mars 2006 relative à l’intermédiation en services bancaires et en services d’investissement et à la distribution d’instruments financiers

Art. 86. Dans l’article 4 de la loi du 22 mars 2006 relative à l’intermédiation en services bancaires et en services d’investissement et à la distribution d’instruments financiers, les modifications suivantes sont apportées :

1° au 1°, a), les mots “au sens de l’article 3, § 2, 1), de la loi bancaire;” sont remplacés par les mots “au sens de l’article 4, 1), de la loi bancaire;”;

2° au 5°, les mots “à l’article 1er, alinéa 2, de la loi bancaire,” sont remplacés par les mots “à l’article 1er, § 3, de la loi bancaire”;

3° le 7° est remplacé par ce qui suit :
“7°‘loi bancaire’ : la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit;”.

Art. 87. Dans l’article 8, alinéa1er, de la même loi, le 4° est remplacé par ce qui suit :

“4° ne pas se trouver dans l’un des cas énumérés à l’article 20 de la loi bancaire;”.

Art. 88. Dans l’article 9 de la même loi, les modifications suivantes sont apportées :

1° au 1°, modifié par la loi du 6 avril 2010, les mots “énumérés à l’article 19 de la loi bancaire” sont remplacés par les mots “énumérés à l’article 20 de la loi bancaire”;

2° au 2°, les mots “au sens de l’article 3, § 1er,2°, de la loi bancaire,” sont remplacés par les mots “au sens de l’article 3, 27°, de la loi bancaire,”.

Art. 89. Dans l’article 10, § 1er, alinéa 3, de la même loi, les mots “au sens de l’article 3, § 2, 2) et 3), de la loi bancaire.” sont remplacés par les mots “au sens de l’article 4, 2) et 3), de la loi bancaire.”.

Art. 90. Dans l’article 12 de la même loi, les modifications suivantes sont apportées :

1° au paragraphe 1er,2°, les mots “visées à l’article 3, § 2, 4), 5) et 7) à 14), de la loi bancaire,” sont remplacés par les mots “au sens de l’article 4, 4), 5) et 7) à 14), de la loi bancaire,”;

2° au paragraphe 2, 2°, alinéa 2, les mots “au sens de l’article 3, § 2, 2), 3) et 6), de la loi bancaire;” sont remplacés par les mots “au sens de l’article 4, 2), 3) et 6), de la loi bancaire;”.

Section XI. — Modifications de la loi du 16 juin 2006 relative aux offres publiques d’instruments de placement et aux admissions d’instruments de placement à la négociation sur des marchés réglementés

Art. 91. Dans l’article 56, alinéa1er, de la loi du 16 juin 2006 relative aux offres publiques d’instruments de placement et aux admissions d’instruments de placement à la négociation sur des marchés réglementés, modifié par la loi du 17 juillet 2013, les modifications suivantes sont apportées :

1° au b), les mots “visée à l’article 13 de la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit,” sont remplacés par les mots “visée à l’article 14 de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit,”;

2° au c), les mots “conformément à l’article 65 de la loi du 22 mars 1993;” sont remplacés par les mots “conformément à l’article 312 de la loi du 25 avril 2014;”;

3° au d), les mots “conformément à l’article 66 de la loi du 22 mars 1993;” sont remplacés par les mots “conformément à l’article 313 de la loi du 25 avril 2014;”.

Art. 92. Dans l’article 68bis, alinéa1er, inséré par l’arrêté royal du 3 mars 2011 et modifié par la loi du 17 juillet 2013, de la même loi, les modifications suivantes sont apportées :

BELGIAN OFFICIAL GAZETTE — 07.05.2014 — Ed. 2 — MONITEUR BELGE 36963

1° in the provision under 1°, the words “as referred to in Article 13, Article 65 or Article 66 of the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “as referred to in Article 14, Article 312 or Article 313 of the Law of 25 April 2014 on the status and supervision of credit institutions;”;

2° in the provision under 5°, the words “as referred to in Article 2, 2°, of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “as referred to in Article 2, 2°, of the Law of 25 April 2014 on the status and supervision of credit institutions”.

Art. 93. Articles 74 to 76 of the same Law are repealed.

Art. 94. In Article 3, § 5, of the same Law, amended by the Law of 17 July 2013, the words “the threshold of 5,000,000 euros” are replaced by the words “the thresholds of 300,000 euros and 5,000,000 euros.”.

Art. 95. In Article 18 of the same Law, amended by the Law of 17 July 2013 and by the Royal Decree of 3 March 2011, the following amendments are made:

1° in § 1, letter a) is replaced by the following:

“a) shares in cooperative companies recognized pursuant to Article 5 of the Law of 20 July 1955 establishing a National Council for Cooperation, provided that:

(1) the total counter-value of the offer is less than 5,000,000 euros;

(2) the maximum amount that can be subscribed in the context of the offer, for cooperative companies whose purpose is to provide members with an economic or social advantage in satisfying their private needs, is limited such that at the end of this offer, no cooperative member who subscribed to the offer holds shares in the cooperative for a nominal value of more than 5,000 euros;

(3) all documents relating to the public offer mention the total counter-value thereof, as well as, where applicable, the threshold per investor.”

2° in § 1, letter i) is replaced by the following:

“i) securities offered to employees in implementation of participation plans as referred to in the Law of 22 May 2001 concerning employee participation in the capital and profits of companies, provided that the total counter-value of the offer is less than 5,000,000 euros and provided that all documents relating to the public offer mention the total counter-value thereof;”

3° paragraph 1 is supplemented with a j), reading:

“j) investment instruments, with the exception of the investment instruments referred to in Article 4, § 1, 2° to 9°, provided that a maximum of 1,000 euros per investor can be subscribed to the public offer, the total counter-value of the offer is less than 300,000 euros and all documents relating to the public offer mention the total counter-value thereof, as well as the maximum investment per investor.”;

4° paragraph 3 is supplemented with a paragraph, reading:

“The offeror who relies on § 1, a), i) or j), sends to the FSMA before the start of the public offer, as well as every twelve months in the case of a continuous offer, the necessary documents showing that the conditions referred to in § 1, a), i) or j) are met.”;

5° the article is supplemented with a § 5, reading:

“§ 5. The King may, by Royal Decree deliberated in the Council of Ministers, taken on the advice of the FSMA, modify one or more of the thresholds expressed in euros mentioned in § 1 or provide for different thresholds depending on the nature or activities of the issuer or the nature of the investment instruments, and adapt accordingly the references to the amounts of those thresholds in Article 3, § 5. For unemancipated minors, the King may provide for a lower amount for the amount per investor referred to in § 1, a).”.

Art. 96. Article 55, § 2, of the same Law, replaced by the Law of 17 July 2013, is supplemented with the provision under 3°, reading:

“3° the public offer of investment instruments with application of Article 18, § 1, j).”.

1° in 1°, the words “provided for in Article 13, Article 65 or Article 66 of the Law of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “provided for in Article 14, Article 312 or Article 313 of the Law of 25 April 2014 on the status and supervision of credit institutions;”;

2° in 5°, the words “referred to in Article 2, 2° of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “referred to in Article 2, 2° of the Law of 25 April 2014 on the status and supervision of credit institutions”.

Art. 93. Articles 74 to 76 of the same Law are repealed.

Art. 94. In Article 3, § 5, of the same Law, amended by the Law of 17 July 2013, the words “the threshold of 5,000 euros” are replaced by the words “the thresholds of 300,000 euros and 5,000 euros.”.

Art. 95. In Article 18 of the same Law, amended by the Law of 17 July 2013 and by the Royal Decree of 3 March 2011, the following modifications are made:

1° in § 1, a) is replaced by the following:

“a) shares in cooperative companies approved pursuant to Article 5 of the Law of 20 July 1955 establishing a National Council for Cooperation, provided that:

(1) the total amount of the offer is less than 5,000 euros;

(2) the maximum amount that can be subscribed in the context of the offer, for cooperative companies whose purpose is to provide members with an economic or social advantage in satisfying their private needs, is limited so that at the end of this offer, no cooperative member who subscribed to the offer holds shares in the cooperative for a nominal value greater than 5,000 euros;

(3) that all documents relating to the public offer mention the total amount thereof, as well as, if applicable, the threshold per investor;”

2° in § 1, i) is replaced by the following:

“i) securities offered to workers in execution of participation plans referred to in the Law of 22 May 2001 concerning worker participation regimes in the capital and profits of companies, provided that the total amount of the offer is less than 5,000 euros and provided that all documents relating to the public offer mention the total amount thereof;”

3° § 1 is supplemented by j) drafted as follows:

“j) investment instruments, with the exception of investment instruments referred to in Article 4, § 1, 2° to 9°, provided that each investor can subscribe to the public offer for a maximum of 1,000 euros, that the total amount of the offer is less than 300,000 euros and that all documents relating to the public offer mention the total amount thereof, as well as the maximum investment per investor.”;

4° § 3 is supplemented by a paragraph drafted as follows:

“The offeror who relies on § 1, a), i) or j), communicates to the FSMA before the opening of the public offer, as well as every twelve months in the case of a continuous offer, all necessary documents from which it appears that the conditions referred to in § 1, a), i) or j) are met.”;

5° the article is supplemented by a § 5 drafted as follows:

“§ 5. The King may, by Royal Decree deliberated in the Council of Ministers, taken on the advice of the FSMA, modify one or more of the thresholds expressed in euros provided for in § 1 or provide for different thresholds depending on the nature or activities of the issuer or the nature of the investment instruments, and adapt accordingly the references to the amounts of these thresholds in Article 3, § 5. For unemancipated minors, the King may provide for a lower amount for the amount per investor referred to in § 1, a).”.

Art. 96. Article 55, § 2, of the same Law, replaced by the Law of 17 July 2013, is supplemented by a 3° drafted as follows:

“3° public offers of investment instruments in application of Article 18, § 1, j).”.

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Art. 97. Article 60, § 1, of the same Law, amended by the Royal Decree of 3 March 2011, is supplemented with a paragraph, reading:

“The FSMA may determine the detailed rules and procedures according to which the approval of the documents referred to in the first paragraph can take place. In doing so, the FSMA takes into account the nature and content of these documents, taking into account among other things the standardized and recurrent nature of the documents and the medium used as criteria.”.

Section XII. — Modifications of the Law of 27 October 2006 concerning the supervision of occupational pension institutions

Art. 98. Article 24 of the Law of 27 October 2006 concerning the supervision of occupational pension institutions is replaced as follows:

“The members of the operational bodies of the pension financing body must permanently possess the professional reliability and appropriate expertise required for the exercise of their function. That expertise is assessed in particular with regard to the functions exercised and to the extent that advisors possessing that expertise are called upon.”.

Art. 99. Article 25 of the same Law, amended by the Law of 6 April 2010, is replaced as follows:

“Art. 25. Article 20 of the Law of 25 April 2014 on the status and supervision of credit institutions is applicable.”.

Section XIII. — Modifications of the Law of 1 April 2007 on public takeover bids

Art. 100. In Article 10, § 1 of the Law of 1 April 2007 on public takeover bids, the following modifications are made:

1° in the provision under 2°, the words “referred to in Article 13 of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “referred to in Article 14 of the Law of 25 April 2014 on the status and supervision of credit institutions,”;

2° in the provision under 3°, the words “pursuant to Article 65 of the aforementioned Law of 22 March 1993;” are replaced by the words “pursuant to Article 312 of the aforementioned Law of 25 April 2014;”;

3° in the provision under 4°, the words “pursuant to Article 66 of the aforementioned Law of 22 March 1993;” are replaced by the words “pursuant to Article 313 of the aforementioned Law of 25 April 2014;”.

Section XIV. — Modification of the Law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions

Art. 101. In Article 10, § 4 of the Law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions, the words “as defined in Article 3, § 1, 4°, of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “within the meaning of Article 4, paragraph 1, point 86), of Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012,”.

Section XV. — Modification of the Law of 31 January 2009 concerning the continuity of enterprises

Art. 102. In Article 4, second paragraph of the Law of 31 January 2009 concerning the continuity of enterprises, amended by the Law of 2 June 2010, the words “and reinsurance undertakings” are replaced by the words “reinsurance undertakings, financial holdings and mixed financial holdings”.

Section XVI. — Modifications of the Law of 16 February 2009 on the reinsurance business

Art. 103. In Article 4 of the Law of 16 February 2009 on the reinsurance business, last amended by the Royal Decree of 3 March 2011, the following modifications are made:

1° the provision under 16° a) is replaced as follows:

“a) a credit institution as defined in Article 1, § 3, of the Law of 25 April 2014 on the status and supervision of credit institutions, a financial institution within the meaning of Article 3, 42°, of the

Art. 97. Article 60, § 1, of the same Law, amended by the Royal Decree of 3 March 2011, is supplemented by a paragraph drafted as follows:

“The FSMA may determine the modalities and procedures according to which the approval of the documents referred to in the first paragraph can take place. The FSMA takes into account, for this purpose, the nature and content of these documents, retaining as criteria the standardized and recurrent nature of the documents and the medium used.”.

Section XII. — Modifications of the Law of 27 October 2006 concerning the supervision of occupational pension institutions

Art. 98. Article 24 of the Law of 27 October 2006 concerning the supervision of occupational pension institutions is replaced by the following:

“The members of the operational bodies of the pension financing body must permanently possess the professional integrity and adequate expertise to exercise their function. This expertise is assessed in particular with regard to the functions exercised and to the extent that advisors possessing this expertise are called upon.”.

Art. 99. Article 25 of the same Law, amended by the Law of 6 April 2010, is replaced by the following:

“Art. 25. Article 20 of the Law of 25 April 2014 concerning the status and supervision of credit institutions is applicable.”.

Section XIII. — Modifications of the Law of 1 April 2007 concerning public takeover bids

Art. 100. In Article 10, § 1, of the Law of 1 April 2007 concerning public takeover bids, the following modifications are made:

1° in 2°, the words “provided for by Article 13 of the Law of 22 March 1993 concerning the status and supervision of credit institutions,” are replaced by the words “provided for by Article 14 of the Law of 25 April 2014 concerning the status and supervision of credit institutions,”;

2° in 3°, the words “in accordance with Article 65 of the aforementioned Law of 22 March 1993;” are replaced by the words “in accordance with Article 312 of the Law of 25 April 2014 aforementioned;”;

3° in 4° the words “in accordance with Article 66 of the aforementioned Law of 22 March 1993;” are replaced by the words “in accordance with Article 313 of the Law of 25 April 2014 aforementioned;”.

Section XIV. — Modification of the Law of 2 May 2007 concerning the publicity of participations in issuers whose shares are admitted to trading on a regulated market and containing various provisions

Art. 101. In Article 10, § 4, of the Law of 2 May 2007 concerning the publicity of participations in issuers whose shares are admitted to trading on a regulated market and containing various provisions, the words “within the meaning of Article 3, § 1, 4°, of the Law of 22 March 1993 concerning the status and supervision of credit institutions,” are replaced by the words “within the meaning of Article 4, paragraph 1, 86°, of Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 concerning prudential requirements applicable to credit institutions and investment firms and amending Regulation No. 648/2012,”.

Section XV. — Modification of the Law of 31 January 2009 concerning the continuity of enterprises

Art. 102. In Article 4, paragraph 2, of the Law of 31 January 2009 concerning the continuity of enterprises, amended by the Law of 2 June 2010, the words “and to reinsurance undertakings” are replaced by the words “, to reinsurance undertakings, to financial companies and to mixed financial companies”.

Section XVI. — Modifications of the Law of 16 February 2009 concerning reinsurance

Art. 103. In Article 4 of the Law of 16 February 2009 concerning reinsurance, last amended by the Royal Decree of 3 March 2011, the following modifications are made:

1° in 16°, a) is replaced by the following:

“a) a credit institution as defined in Article 1, § 3 of the Law of 25 April 2014 concerning the status and supervision of credit institutions, a financial institution within the meaning of Article 3, 42°, of the same

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the same law or an undertaking providing ancillary banking services within the meaning of Article 89(1)(b)(ii) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;”.

2° the provision under 23° is inserted, reading:

“23° “independent control function”: the internal audit function, the compliance function or the risk management function, as referred to respectively in the second, third or fourth paragraph of Article 18, § 3, as well as the actuarial function within the meaning of Article 46.”.

Art. 104. In Article 8bis, first paragraph of the same law, inserted by the Royal Decree of 3 March 2011, the words “of the natural persons who participate in the management, policy or effective direction of the reinsurance undertaking,” are replaced by the words “of the persons who are members of the legal administrative body of the reinsurance undertaking, of the management committee or, in the absence of a management committee, of the persons charged with effective direction, as well as of the persons responsible for the independent control functions,”.

Art. 105. Article 17 of the same law, amended by the Law of 6 April 2010, is replaced as follows:

“Art. 17. § 1. The members of the legal administrative body of the reinsurance undertaking, the persons charged with effective direction, where applicable the members of the management committee, as well as the persons responsible for the independent control functions, are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the professional reliability required for the exercise of their function and appropriate expertise.

§ 2. The effective direction of the reinsurance undertaking must be entrusted to at least two natural persons.

§ 3. Article 20 of the Law of 25 April 2014 on the status and supervision of credit institutions is applicable.”.

Art. 106. In the same law, in Title II, Chapter I, Section I, Sub-section 5, an Article 17/1 is inserted, reading:

“Art. 17/1. § 1. Every reinsurance undertaking established as a public limited company shall establish a management committee within the meaning of Article 524bis of the Companies Code, which is composed exclusively of members of the board of directors, to whom all the management powers of the board of directors are delegated.

This delegation of powers may not, however, cover the determination of general policy nor the acts reserved by other provisions of the Companies Code or by this law to the board of directors.

§ 2. The majority of the directors of the board of directors are not members of the management committee.

§ 3. The functions of chairman of the board of directors and chairman of the management committee are exercised by different persons.

§ 4. The daily management as referred to in Article 525 of the Companies Code may not be entrusted to a non-executive member of the board of directors.”.

Art. 107. In the same law, an Article 17/2 is inserted, reading:

“Art. 17/2. § 1. The statutes of reinsurance undertakings established other than as a public limited company provide for the establishment, within the legal administrative body, of a body composed exclusively of members of the legal administrative body, called the “management committee”, to whom all the management powers of the legal administrative body are delegated, excluding the determination of general policy and the acts reserved by the Companies Code or by this law to the legal administrative body.

§ 2. The majority of the members of the legal administrative body are not members of the management committee referred to in paragraph 1.

§ 3. The functions of chairman of the legal administrative body and chairman of the management committee are exercised by different persons.

§ 4. When the Companies Code provides for a daily management body for the relevant company form, it may not be entrusted to a non-executive member of the legal administrative body.”.

Art. 108. In the same law, an Article 17/3 is inserted, reading:

“Art. 17/3. The Bank may, on the basis of the size and risk profile of a reinsurance undertaking, allow full or partial derogation from the obligations of Articles 17/1 and 17/2.

The derogation may in particular concern:

1° the obligation to establish a management committee, without prejudice to compliance with Article 17, § 2;

2° the composition of the management committee, by allowing persons who are not members of the legal administrative body to be members of the management committee; in this case, Articles 17, 25 and 26 apply to them;

3° the combining of the functions of chairman of the management committee and chairman of the legal administrative body.”.

Art. 109. In Article 18, § 5 of the same law, amended by the Royal Decree of 3 March 2011, the following changes are made:

1° in the first paragraph, the words “the persons charged with the effective direction of the reinsurance undertaking, where applicable the management committee,” are replaced by the words “the management committee or, where applicable, the persons charged with the effective direction of the reinsurance undertaking,”;

2° in the sixth paragraph, the words “The persons charged with effective direction, where applicable the management committee, inform” are replaced by the words “The management committee or, where applicable, the persons charged with effective direction, inform”.

Art. 110. In Article 24, § 3, second paragraph, b), of the same law, replaced by the Law of 31 July 2009, the words “the reputation and experience” are replaced by the words “the reliability and expertise”.

Art. 111. Article 25 of the same law, amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 25. § 1. Without prejudice to Article 18, the members of the legal administrative body and the members of the management committee of the reinsurance undertaking and all persons who, under whatever name or in whatever capacity, participate in the management or policy of the undertaking, whether or not representing the reinsurance undertaking, may, under the conditions and within the limits established in this article, hold mandates as director or manager or participate in the management or policy of a commercial company or a company with a commercial form, an undertaking with another Belgian or foreign legal form, or a Belgian or foreign public institution with industrial, commercial or financial activities.

The external functions referred to in paragraph 1 are governed by the internal rules that the reinsurance undertaking must adopt and ensure compliance with in order to:

1° avoid that persons participating in the effective direction of the reinsurance undertaking would no longer be sufficiently available to exercise effective direction due to the exercise of those functions;

2° prevent conflicts of interest from arising in the reinsurance undertaking 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 Bank determines, by regulation approved in application of Article 12bis of the Law of 22 February 1998, how those obligations are implemented.

The representatives of a company who are appointed upon proposal of the reinsurance undertaking must be members of the management committee of the reinsurance undertaking, or persons designated by the management committee.

The members of the legal administrative body who are not members of the management committee of the reinsurance undertaking may not exercise a mandate in a company in which the reinsurance undertaking holds a participation, unless they do not participate in the daily management of that company.

The members of the management committee, or, in the absence of a management committee, the persons who participate in the effective direction of the reinsurance undertaking, may not exercise a mandate that involves participation in daily management, unless in:

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1° an undertaking as referred to in Article 89, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, with which the reinsurance undertaking has close links; 2° in an statutory collective investment undertaking in loan claims as defined by the Act of 3 August 2012 concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and collective investment undertakings in loan claims or a statutory collective investment undertaking as defined by the aforementioned Act of 3 August 2012 or the Act of 19 April 2014 concerning alternative collective investment undertakings and their managers; 3° in an undertaking whose activity is an extension of the reinsurance business; 4° in a holding company in which such persons or their family, in the context of the normal management of their assets, hold a significant interest.

Reinsurance undertakings shall notify the Bank without delay of the functions exercised outside the reinsurance undertaking by the persons referred to in paragraph 1, for the purpose of monitoring compliance with the provisions of this Article.

§ 2. In the event of the bankruptcy of a reinsurance undertaking, all payments made by that undertaking, whether in cash or otherwise, to its members of the statutory administrative body in the form of bonuses or other profit participations, during the two years preceding the time determined by the court as the moment when it ceased its payments, are null and void with respect to the estate.

The first paragraph does not apply if the court recognizes that no gross and obvious fault on the part of these persons contributed to the bankruptcy.”.

Art. 112. Article 26 of the same Act, amended by the Royal Decree of 3 March 2011, is replaced as follows:

“Art. 26. § 1. The reinsurance undertaking shall inform the Bank in advance of the proposal for the appointment of the members of the statutory administrative body and the members of the management committee or, in the absence of a management committee, of the persons responsible for effective management, as well as of the persons responsible for independent control functions.

In the context of the information provision required under the first paragraph, the reinsurance undertaking shall communicate to the Bank all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability and appropriate expertise required for the exercise of their functions in accordance with Article 17, § 1.

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 dismissal, or their resignation.

§ 2. The appointment of the persons referred to in § 1 is subject to prior approval by the Bank.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in § 1 in a financial undertaking supervised by the Bank under Article 36/2 of the Act of 22 February 1998, the Bank shall first consult the FSMA.

The FSMA shall communicate its opinion to the Bank within a period of one week from receipt of the request for opinion.

§ 3. The reinsurance undertaking shall inform the Bank 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 effective management.

Significant changes in the division of tasks referred to in the first paragraph shall give rise to the application of paragraphs 1 and 2.”.

Art. 113. In Article 29 of the same Act, amended by the Act of 28 July 2011, the following amendments are made:

1° in §§ 1, 2, and 3, the words “the FSMA” are replaced by the words “the Bank”;

2° in § 3, first sentence, the words “The effective management of the reinsurance undertaking, if applicable the management committee, declares” are replaced by the words “The management committee of the reinsurance undertaking or, if applicable, the persons responsible for effective management, declares”;

3° in § 3, third sentence, the words “The effective management confirms” are replaced by the words “The management committee of the reinsurance undertaking or, if applicable, the persons responsible for effective management, confirms”.

Art. 114. Article 31 of the same Act, amended by the Royal Decree of 3 March 2011, is supplemented with a paragraph 3, reading:

“§ 3. The general agent or other persons responsible for the effective management of the branch, as well as the persons responsible for the independent control functions of the branch, must permanently possess the professional reliability and appropriate expertise required for the exercise of their functions. Article 26 applies by analogy to the appointment of the general agent or other persons responsible for the effective management of the branch, as well as to the appointment of the persons responsible for the independent control functions.”.

Art. 115. In Article 32, first paragraph, of the same Act, amended by the Royal Decree of 3 March 2011, the second sentence, beginning with the words “It may also” and ending with the words “of the branch,” is replaced by the following sentence:

“It may also oppose it if it has reasons to doubt the professional reliability or expertise of the general agent or, if applicable, of the other persons responsible for the effective management of the branch or of the persons responsible for the independent control functions of the branch.”.

Art. 116. Article 60 of the same Act, amended by the Royal Decree of 3 March 2011, is supplemented with paragraphs 5 and 6, reading:

Ҥ 5. Article 18 applies.

§ 6. Articles 17 and 26 apply to the general agent and, if applicable, to the other persons responsible for the effective management of the branch, as well as to the persons responsible for the independent control functions of the branch.”.

Art. 117. In the same Act, the heading of Title VI and the heading of Chapter I of the same Title VI are replaced respectively by the heading “Injunctions, penalty payments, administrative sanctions and criminal sanctions” and by the heading “Injunctions, penalty payments and administrative sanctions”.

Art. 118. In Article 75, § 2, of the same Act, the words “of Article 19 of the Act of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “of Article 20 of the Act of 25 April 2014 on the status and supervision of credit institutions,”.

Art. 119. In Article 78, first paragraph, of the same Act, amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° the words “as referred to in Article 19 of the Act of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “as referred to in Article 20 of the Act of 25 April 2014 on the status and supervision of credit institutions,”;

2° the words “agents or approved auditors of reinsurance undertakings” are replaced by the words “agents, persons responsible for independent control functions or approved auditors of reinsurance undertakings”.

Art. 120. In Article 89, § 3, of the same Act, amended by the Royal Decree of 3 March 2011, the words “within the meaning of the Act of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “within the meaning of the Act of 25 April 2014 on the status and supervision of credit institutions,”.

Art. 121. In Article 98, § 1, of the same Act, the following amendments are made:

1° in the provision under 3°, the words “a credit institution as defined in Article 1, second paragraph, of the Act of 22 March 1993 on the status and supervision of credit institutions,” are replaced

by the words “a credit institution as defined in Article 1, § 3, of the Act of 25 April 2014 on the status and supervision of credit institutions,”;

2° in the provision under 4°, a) the words “within the meaning of Article 3, § 1, 5°, of the Act of 22 March 1993, an undertaking providing ancillary banking services within the meaning of Article 32, § 4, 5°, of that same Act;” are replaced by the words “within the meaning of Article 3, 41°, of the Act of 25 April 2014, an undertaking providing ancillary banking services within the meaning of Article 89, paragraph 1, b) ii) of Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;”;

3° in the provision under 6° the words “Article 49 of the Act of 22 March 1993” are replaced by the words “Article 3, 27° and Sections I, II and IV of Book II, Title III, Chapter IV of the Act of 25 April 2014”.

Section XVII. — Amendments to 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

Art. 122. In Article 4 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, amended by the Act of 27 November 2012, the following amendments are made:

1° in the 20° the words “as referred to in Article 49bis, § 1, 1°, of the Banking Act” are replaced by the words “as referred to in Article 164, § 3, 6°, of the Banking Act”;

2° in the 22° the words “Act of 22 March 1993 on the status and supervision of credit institutions;” are replaced by the words “Act of 25 April 2014 on the status and supervision of credit institutions;”;

3° the provision under 39° is inserted, reading:

“39° independent control function: the internal audit function, the compliance function or the risk management function, as referred to respectively in the second, fourth or fifth paragraph of Article 14, § 3 and in the second, fourth or fifth paragraph of Article 69, § 3.”.

Art. 123. In Article 5 of the same Act, amended by the Act of 27 November 2012, the provision under 1° is replaced as follows:

“1° credit institutions under Belgian law, credit institutions subject to the law of another Member State of the EEA, authorized to provide payment services in their home country and operating in Belgium on the basis of Articles 312 or 313 of the Banking Act, and branches of credit institutions subject to the law of a state that is not a member of the EEA, established in Belgium in accordance with Article 333 of the Banking Act;”.

Art. 124. In Article 7, first paragraph, 8° the words “within the meaning of Article 3, § 1, 3°, of the Banking Act,” are replaced by the words “within the meaning of Article 3, 29°, of the Banking Act,”.

Art. 125. In Article 7bis, first paragraph of the same Act, inserted by the Royal Decree of 3 March 2011, the words “of the natural persons who participate in the administration, management or effective direction of the payment institution,” are replaced by the words “of the persons who are members of the statutory administrative body of the payment institution, of the management committee or, in the absence of a management committee, of the persons responsible for effective direction, as well as of the persons responsible for the independent control functions,”.

Art. 126. Article 13 of the same Act is replaced as follows:

“Art. 13. § 1. The members of the statutory administrative body of the payment institution, the persons responsible for the effective direction of the payment service business in the payment institution, if applicable the members of the management committee, as well as the persons responsible for the independent control functions, are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the required professional reliability and appropriate expertise to perform their tasks regarding payment services.

§ 2. The effective direction of the payment institution must be entrusted to at least two natural persons.

§ 3. Article 20 of the Banking Act applies to the persons referred to in paragraph 1.”.

établissement de crédit tel que défini à l’article 1er, § 3, de la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit,”;

2° au 4°, a), les mots “au sens de l’article 3, § 1er,5°, de la loi du 22 mars 1993, une entreprise de services bancaires auxiliaires au sens de l’article 32, § 4, 5°, de la même loi;” sont remplacés par les mots “au sens de l’article 3, 41°, de la loi du 25 avril 2014, une entreprise de services bancaires auxiliaires au sens de l’article 89, paragraphe 1er, b), ii) du Règlement n° 575/2013 du Parlement européen et du Conseil du 26 juin 2013 concernant les exigences prudentielles applicables aux établissements de crédit et aux entreprises d’investissement et modifiant le règlement (UE) n° 648/2012;”;

3° au 6°, les mots “à l’article 49 de la loi du 22 mars 1993” sont remplacés par les mots “à l’article 3, 27° et aux Sections Ire, II et IV du Livre II, Titre III, Chapitre IV de la loi du 25 avril 2014”.

Section XVII. — Modifications de la loi du 21 décembre 2009 relative au statut des établissements de paiement et des établissements de monnaie électronique, à l’accès à l’activité de prestataire de services de paiement, à l’activité d’émission de monnaie électronique et à l’accès aux systèmes de paiement

Art. 122. Dans l’article 4 de la loi du 21 décembre 2009 relative au statut des établissements de paiement et des établissements de monnaie électronique, à l’accès à l’activité de prestataire de services de paiement, à l’activité d’émission de monnaie électronique et à l’accès aux systèmes de paiement, modifié par le loi du 27 novembre 2012, les modifications suivantes sont apportées :

1° dans le 20°, les mots “tel que visé à l’article 49bis, § 1er,1°, de la loi bancaire” sont remplacés par les mots “tel que visé à l’article 164, § 3, 6°, de la loi bancaire”;

2° dans le 22°, les mots “la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit;” sont remplacés par les mots “la loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit;”;

3° il est inséré un 39° rédigé comme suit :

“39° fonction de contrôle indépendante : la fonction d’audit interne, la fonction de compliance ou la fonction de gestion des risques visées respectivement à l’alinéa 2, 4 ou 5 de l’article 14, § 3 et à l’alinéa 2, 4 ou 5 de l’article 69, § 3.”.

Art. 123. Dans l’article 5 de la même loi, modifié par la loi du 27 novembre 2012, le 1° est remplacé par ce qui suit :

“1° les établissements de crédit de droit belge, les établissements de crédit relevant du droit d’un autre État membre de l’EEE, habilités à fournir des services de paiement dans leur État d’origine, et opérant en Belgique en vertu des articles 312 ou 313 de la loi bancaire, ainsi que les succursales d’établissements de crédit relevant du droit d’un État non membre de l’EEE, établies en Belgique conformément à l’article 333 de la loi bancaire;”.

Art. 124. Dans l’article 7, alinéa 1er, 8°, les mots “au sens de l’article 3, § 1er,3°, de la loi bancaire” sont remplacés par les mots “au sens de l’article 3, 29°, de la loi bancaire”.

Art. 125. Dans l’article 7bis, alinéa 1er de la même loi, inséré par l’arrêté royal du 3 mars 2011, les mots “des personnes physiques qui sont appelées à prendre part à l’administration, la gestion ou la direction effective de l’établissement de paiement,” sont remplacés par les mots “des personnes appelées à être membres de l’organe légal d’administration de l’établissement de paiement, du comité de direction ou, en l’absence de comité de direction, des personnes appelées à être chargées de la direction effective, ainsi que des personnes appelées à être responsables des fonctions de contrôle indépendantes,”.

Art. 126. L’article 13 de la même loi est remplacé par ce qui suit :

“Art. 13. § 1er. Les membres de l’organe légal d’administration de l’établissement de paiement, les personnes chargées de la direction effective de l’activité de services de paiement dans l’établissement de paiement, le cas échéant les membres du comité de direction, ainsi que les responsables des fonctions de contrôle indépendantes sont exclusivement des personnes physiques.

Les personnes visées à l’alinéa 1er doivent disposer en permanence de l’honorabilité professionnelle nécessaire et de l’expertise adéquate pour assumer leurs tâches en matière de service de paiement.

§ 2. La direction effective des établissements de paiement doit être confiée à deux personnes physiques au moins.

§ 3. L’article 20 de la loi bancaire est d’application aux personnes visées au paragraphe 1er.”.

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Art. 127. In the same Act, Article 16bis is inserted, reading:

“Art. 16bis. § 1. The payment institution informs the Bank 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 direction of the payment service business in the payment institution, as well as of the persons responsible for the independent control functions.

In the context of the information provision required under the first paragraph, the payment institution communicates to the Bank all documents and information enabling it to assess whether the persons whose appointment is proposed possess, in accordance with Article 13, the required professional reliability and appropriate expertise for the exercise of their function.

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 dismissal or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 is submitted for prior approval to the Bank.

When it concerns the appointment of a person who is proposed for the first time for a function as referred to in paragraph 1 at a financial undertaking subject to the supervision of the Bank by application of Article 36/2 of the Act of 22 February 1998, the Bank first consults the FSMA.

The FSMA communicates its opinion to the Bank within a period of one week from receipt of the request for opinion.

§ 3. The payment institution informs the Bank of any division of tasks between the members of the statutory administrative body and between the persons responsible for effective direction, if applicable between the members of the management committee.

Significant changes in the division of tasks as referred to in the first paragraph give rise to the application of paragraphs 1 and 2.”.

Art. 128. In Article 19 of the same Act, amended by the Royal Decree of 3 March 2011, the following amendments are made:

1° in the second paragraph the words “and the name of the leaders of the branch” are replaced by the words “as well as the name of the effective leaders of the branch and, if applicable, of the persons responsible for the independent control functions of the branch”;

2° a paragraph is inserted between the second and third paragraphs, reading:

“The effective leaders of the branch and the persons responsible for the independent control functions of the branch must permanently possess the professional reliability and appropriate expertise required for the exercise of their tasks. Article 16bis applies mutatis mutandis to the appointment of the effective leaders of the branch and, if applicable, of the persons responsible for the independent control functions of the branch.”;

3° in the former sixth paragraph, which becomes the seventh paragraph, the words “of the third paragraph” are replaced by the words “of the fourth paragraph”.

Art. 129. In Article 28, first paragraph of the same Act, amended by the Royal Decree of 3 March 2011, the words “in accordance with Article 52 of the Banking Act.” are replaced by the words “in accordance with Article 222 of the Banking Act.”.

Art. 130. In Article 32, third paragraph of the same Act the words “referred to in Article 52 of the Banking Act” are replaced by the words “referred to in Article 222 of the Banking Act”.

Art. 131. In Article 48, § 1, 2° of the same Act, replaced by the Act of 27 November 2012, the words “as referred to in Article 19, § 1er, 1° and 2°, of the Banking Act.” are replaced by the words “as referred to in Article 20, § 1, 1°, 2° and 3°, of the Banking Act.”.

Art. 132. In the same Act, the heading of Title 4 of Book 2 and the heading of Chapter 1 of the same Title 4 are replaced respectively by the heading “Penalties and sanctions” and by the heading “Penalties and administrative sanctions”.

Art. 127. Il est inséré dans la même loi un article 16bis rédigé comme suit :

“Art. 16bis. § 1er. Les établissements de paiement informent préalablement la Banque de la proposition de nomination des membres de l’organe légal d’administration et des membres du comité de direction ou, en l’absence de comité de direction, des personnes chargées de la direction effective de l’activité de services de paiement dans l’établissement de paiement, ainsi que des responsables des fonctions de contrôle indépendantes.

Dans le cadre de l’information requise en vertu de l’alinéa 1er, les établissements de paiement communiquent à la Banque tous les documents et informations lui permettant d’évaluer si les personnes dont la nomination est proposée disposent de l’honorabilité professionnelle nécessaire et de l’expertise adéquate à l’exercice de leur fonction conformément à l’article 13.

L’alinéa 1er est également applicable à la proposition de renouvellement de la nomination des personnes qui y sont visées ainsi qu’au non-renouvellement de leur nomination, à leur révocation ou à leur démission.

§ 2. La nomination des personnes visées au paragraphe 1er est soumise à l’approbation préalable de la Banque.

Lorsqu’il s’agit de la nomination d’une personne qui est proposée pour la première fois à une fonction visée au paragraphe 1er dans une entreprise financière contrôlée par la Banque par application de l’article 36/2 de la loi du 22 février 1998, la Banque consulte préalablement la FSMA.

La FSMA communique son avis à la Banque dans un délai d’une semaine à compter de la réception de la demande d’avis.

§ 3. Les établissements de paiement informent la Banque de la répartition éventuelle des tâches entre les membres de l’organe légal d’administration et entre les personnes chargées de la direction effective, le cas échéant entre les membres du comité de direction.

Les modifications importantes intervenues dans la répartition des tâches visée à l’alinéa 1er donnent lieu à l’application des paragraphes 1er et 2.”.

Art. 128. Dans l’article 19 de la même loi, modifié par l’arrêté royal du 3 mars 2011, les modifications suivantes sont apportées :

1° à l’alinéa 2, les mots “et le nom des dirigeants de la succursale” sont remplacés par les mots “ainsi que le nom des dirigeants effectifs de la succursale et, le cas échéant, de ses responsables des fonctions de contrôle indépendantes”;

2° un alinéa rédigé comme suit est inséré entre les alinéas 2 et 3 :

“Les dirigeants effectifs de la succursale ainsi que ses responsables des fonctions de contrôle indépendantes doivent disposer en permanence de l’honorabilité professionnelle nécessaire et de l’expertise adéquate pour assumer leurs tâches. L’article 16bis est applicable par analogie à la nomination des dirigeants effectifs de la succursale et, le cas échéant, de ses responsables des fonctions de contrôle indépendantes.”;

3° à l’alinéa 6 ancien, devenant l’alinéa 7, les mots “de l’alinéa 3” sont remplacés par les mots “de l’alinéa 4”.

Art. 129. Dans l’article 28, alinéa 1er de la même loi, modifié par l’arrêté royal du 3 mars 2011, les mots “conformément à l’article 52 de la loi bancaire.” sont remplacés par les mots “conformément à l’article 222 de la loi bancaire.”.

Art. 130. Dans l’article 32, alinéa 3, de la même loi, les mots “visé à l’article 52 de la loi bancaire” sont remplacés par les mots “visé à l’article 222 de la loi bancaire”.

Art. 131. Dans l’article 48, § 1er, 2°, de la même loi, remplacé par la loi du 27 novembre 2012, les mots “visées à l’article 19, § 1er, 1° et 2° de la loi bancaire.” sont remplacés par les mots “visées à l’article 20, § 1er, 1°, 2° et 3° de la loi bancaire.”.

Art. 132. Dans la même loi, l’intitulé du titre 4 du livre 2 et l’intitulé du chapitre 1er du titre 4 précité sont remplacés, respectivement, par l’intitulé “Astreintes et sanctions” et par l’intitulé “Astreintes et sanctions administratives”.

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Art. 133. In Article 57, third paragraph of the same law, the first sentence is replaced as follows:

“Notwithstanding the provisions of the first and second paragraphs, an exemption from the authorization requirement referred to in Article 6 is granted to financial institutions within the meaning of Article 3, 42°, of the Banking Act, which have commenced activities referred to in Article 4, 4), of the Banking Act before 25 December 2007 in accordance with Belgian legislation and which meet the conditions of Article 92, first paragraph, 6°, of the Banking Act.”

Art. 134. In Article 59, 1° of the same law, inserted by the Law of 27 November 2012, the words “on the basis of Articles 65 or 66 of the Banking Act” and “in accordance with Article 79 of the Banking Act;” are respectively replaced by the words “on the basis of Articles 312 or 313 of the Banking Act” and “in accordance with Article 333 of the Banking Act;”.

Art. 135. In Article 62 of the same law, inserted by the Law of 27 November 2012, the following amendments are made:

1° in § 1, first paragraph, 8°, the words “within the meaning of Article 3, § 1, 3° of the Banking Act,” are replaced by the words “within the meaning of Article 3, 29° of the Banking Act,”;

2° in § 1, first paragraph, the provision under 9° is replaced as follows:

“9° the identity of the persons who participate in the management or policy-making of the electronic money institution, those who participate in the effective management of the electronic money issuance activity, and, where applicable, of the payment services business within the electronic money institution, and the identity of the persons responsible for the independent control functions, as well as proof of their professional reliability and expertise within the meaning of Article 68;”;

3° in § 2, first paragraph, the words “of the natural persons who participate in the management, policy-making or effective management of the electronic money institution,” are replaced by the words “of the persons who are members of the statutory administrative body of the electronic money institution, of the management committee or, in the absence of a management committee, of the persons responsible for effective management, as well as of the persons responsible for the independent control functions,”.

Art. 136. Article 68 of the same law, inserted by the Law of 27 November 2012, is replaced as follows:

“Art. 68. § 1. The members of the statutory administrative body of the electronic money institution, the persons responsible for the effective management of the electronic money issuance activity, and, where applicable, of the payment services business within the electronic money institution, where applicable the members of the management committee, as well as the persons responsible for the independent control functions, are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the required professional reliability and appropriate expertise to perform their tasks regarding the issuance of electronic money and, where applicable, payment services.

§ 2. The effective management of the electronic money institution must be entrusted to at least two natural persons.

§ 3. Article 20 of the Banking Act applies to the persons referred to in paragraph 1.”

Art. 137. In the same law, Article 71bis is inserted, reading as follows:

“Art. 71bis. § 1. The electronic money institution informs the Bank 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 of the electronic money issuance activity, and, where applicable, of the payment services business within the electronic money institution, as well as of the persons responsible for the independent control functions.

In the context of the information provision required under the first paragraph, the electronic money institution communicates to the Bank all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability and appropriate expertise required for the exercise of their functions in accordance with Article 68.

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 dismissal, or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 is submitted for prior approval to the Bank.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in paragraph 1 in a financial undertaking supervised by the Bank under Article 36/2 of the Law of 22 February 1998, the Bank first consults the FSMA.

The FSMA communicates its opinion to the Bank within a period of one week from receipt of the request for opinion.

§ 3. The electronic money institution informs the Bank of any distribution of tasks between the members of the statutory administrative body and between the persons responsible for effective management, where applicable between the members of the management committee.

Significant changes in the distribution of tasks referred to in the first paragraph give rise to the application of paragraphs 1 and 2.”

Art. 138. In Article 73 of the same law, inserted by the Law of 27 November 2012, the following amendments are made:

1° in § 1, the words “as referred to in Article 3, § 1, 3° of the Banking Act,” and “in Article 24, § 3, third paragraph of the Banking Act” are respectively replaced by the words “as referred to in Article 3, 29° of the Banking Act,” and “in Article 46, second paragraph of the Banking Act”;

2° in § 2, first paragraph, b), the words “the reputation and experience” are replaced by the words “the reliability and expertise”.

Art. 139. In Article 75 of the same law, inserted by the Law of 27 November 2012, the following amendments are made:

1° in the second paragraph, the words “and the name of the branch managers” are replaced by the words “as well as the name of the effective managers of the branch and, where applicable, of the persons responsible for the independent control functions of the branch”;

2° a paragraph is inserted between the second and third paragraphs, reading as follows:

“The effective managers of the branch and the persons responsible for the independent control functions of the branch must permanently possess the professional reliability and appropriate expertise required for the exercise of their tasks. Article 71bis applies by analogy to the appointment of the effective managers of the branch and, where applicable, of the persons responsible for the independent control functions of the branch.”;

3° in the former sixth paragraph, which becomes the seventh paragraph, the words “of the fifth paragraph” are replaced by the words “of the sixth paragraph”.

Art. 140. In Article 100 of the same law, inserted by the Law of 27 November 2012, the following amendments are made:

1° the provision under 1° is replaced as follows:

“1° Articles 71bis and 72;”;

2° in the provision under 2°, the words “within the meaning of Article 3, § 1, 3° of the Banking Act,” are replaced by the words “within the meaning of Article 3, 29° of the Banking Act,”.

Art. 141. In Article 105, § 1, 2° of the same law, inserted by the Law of 27 November 2012, the words “as referred to in Article 19, § 1, 1° and 2° of the Banking Act.” are replaced by the words “as referred to in Article 20, § 1, 1°, 2° and 3° of the Banking Act.”.

Art. 142. In the same law, the heading of Title 4 of Book 3 and the heading of Chapter 1 of the same Title 4, inserted by the Law of 27 November 2012, are respectively replaced by the heading “- Penalties and Sanctions” and by the heading “- Penalties and Administrative Sanctions”.

Section XVIII. — Amendments to the Law of 3 August 2012 concerning certain forms of collective management of investment portfolios

Art. 143. In Article 3 of the Law of 3 August 2012 concerning certain forms of collective management of investment portfolios, the following amendments are made:

1° in the provision under 37°, the words “as referred to in Titles II to IV of the Law of 22 March 1993;” are replaced by the words “as referred to in Book II and in Titles I and II of Book III of the Law of 25 April 2014;”;

2° in the provision under 38°, the words “as referred to in Article 3, § 1, 5°, of the Law of 22 March 1993;” are replaced by the words “as referred to in Article 3, 41°, of the Law of 25 April 2014;”;

3° the provision under 47° is replaced as follows:

“47° “Law of 25 April 2014”: the Law of 25 April 2014 on the status of and supervision of credit institutions;”.

4° the provision under 62° is inserted, reading:

“62° “independent control function”: the internal audit function, the compliance function, or the risk management function, as referred to respectively in §§ 4, 5, and 6 of Article 41, and in §§ 4, 5, and 6 of Article 201.”.

Art. 144. Article 39 of the same Law is replaced as follows:

“Art. 39. § 1. The members of the statutory governing body of the investment company, the persons responsible for effective management, and the heads of the independent control functions are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the professional reliability required for the exercise of their functions and appropriate expertise, in accordance with Article 9 and taking into account the category of permitted investments for which the investment company has opted.

§ 2. The effective management of the investment company must be entrusted to at least two natural persons.

§ 3. Investment companies must notify the FSMA in advance of the proposal for the appointment of the members of the statutory governing body, the persons responsible for effective management, and the heads of the independent control functions.

As part of the information provision required under the first paragraph, investment companies communicate to the FSMA all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability required for the exercise of their functions and appropriate expertise in accordance with paragraph 1, second paragraph.

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 dismissal, or their resignation.

The appointment of the persons referred to in paragraph 1 is submitted in advance for approval by the FSMA.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in § 1 at a financial enterprise subject to the supervision of the FSMA in accordance with Article 45, § 1, 2°, of the Law of 2 August 2002, the FSMA first consults the Bank.

The Bank communicates its opinion to the FSMA within a period of one week after receipt of the request for opinion.

Investment companies inform the FSMA about any division of tasks between the members of the statutory governing body and the persons responsible for effective management, and about significant changes in this division of tasks.

Significant changes in the division of tasks referred to in the previous paragraph give rise to the application of paragraphs 1 to 4.”.

Art. 145. Article 40 of the same Law is replaced as follows:

“Art. 40. The members of the statutory governing body of the investment company, the persons responsible for effective management, and the heads of the independent control functions may not find themselves in any of the cases specified in Article 20 of the Law of 25 April 2014.”.

Art. 146. In Article 50, § 2, first paragraph, 1°, of the same Law, the words “in Title II of the Law of 22 March 1993” and “in Title III of that same Law” are respectively replaced by the words “in Book II of the Law of 25 April 2014” and “in Title I of Book III of that same Law”.

Art. 147. In Article 71 of the same Law, the following amendments are made:

1° in the provision under b), the words “referred to in Article 13 of the Law of 22 March 1993” are replaced by the words “referred to in Article 14 of the Law of 25 April 2014”;

2° in the provision under c), the words “in accordance with Article 65 of the Law of 22 March 1993;” are replaced by the words “in accordance with Article 312 of the Law of 25 April 2014;”;

3° in the provision under d), the words “in accordance with Article 66 of the Law of 22 March 1993;” are replaced by the words “in accordance with Article 313 of the Law of 25 April 2014;”.

Art. 148. In Article 85, § 2, first paragraph of the same Law, the words “in Article 13 of the Law of 22 March 1993,” and “in accordance with Article 65 of the Law of 22 March 1993,” are respectively replaced by the words “in Article 14 of the Law of 25 April 2014,” and “in accordance with Article 312 of the Law of 25 April 2014,”.

Art. 149. In Article 154, § 2, second paragraph of the same Law, the words “in Article 13 of the Law of 22 March 1993” and “in accordance with Article 65 of the Law of 22 March 1993” are respectively replaced by the words “in Article 14 of the Law of 25 April 2014” and “in accordance with Article 312 of the Law of 25 April 2014”.

Art. 150. In Article 187, 2°, of the same Law, the words “as referred to in Titles II to IV of the Law of 22 March 1993” are replaced by the words “as referred to in Book II and in Titles I and II of Book III of the Law of 25 April 2014”.

Art. 151. Article 199 of the same Law is replaced as follows:

“Art. 199. § 1. The members of the statutory governing body of the management company, the persons responsible for effective management, and, where applicable, the members of the management committee, as well as the heads of the independent control functions, are exclusively natural persons.

The persons referred to in the first paragraph must permanently possess the professional reliability required for the exercise of their functions and appropriate expertise, in particular with regard to the program of activities referred to in Article 189.

§ 2. The effective management of the management company must be entrusted to at least two natural persons.”.

Art. 152. Article 200 of the same Law is replaced as follows:

“Art. 200. The members of the statutory governing body of the management company of collective investment undertakings, the persons responsible for effective management, and, where applicable, the members of the management committee, and the heads of an independent control function may not find themselves in any of the cases referred to in Article 20 of the Law of 25 April 2014.”.

Art. 153. In Article 207, § 3, second paragraph, b), of the same Law, the words “the reputation and experience” are replaced by the words “the professional reliability and the expertise”.

Art. 154. Article 211 of the same Law is replaced as follows:

“Art. 211. Management companies must notify the FSMA in advance of the proposal for the appointment of the members of the statutory governing body and of the members of the management committee or, in the absence of a management committee, of the persons responsible for effective management, as well as of the heads of the independent control functions.

As part of the information provision required under the first paragraph, management companies communicate to the FSMA all documents and information enabling it to assess whether the persons whose appointment is proposed possess the professional reliability required for the exercise of their functions and appropriate expertise in accordance with Article 199.

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 dismissal, or their resignation.

The appointment of the persons referred to in the first paragraph is submitted in advance for approval by the FSMA.

When it concerns the appointment of a person who is proposed for the first time for a function referred to in the first paragraph at a financial enterprise subject to the supervision of the FSMA in application of Article 45, § 1, 2°, of the Law of 2 August 2002, the FSMA first consults the Bank. The Bank communicates its opinion to the FSMA within a period of one week after receipt of the request for opinion.

Management companies inform the FSMA about any division of tasks between the members of the statutory governing body and the persons responsible for effective management, and about significant changes in this division of tasks.”.

Important changes in the division of tasks referred to in the previous paragraph give rise to the application of paragraphs 1 to 4.”.

Art. 155. In Article 212, § 3, third paragraph of the same law, the words “as referred to in Article 32, § 4, of the Law of 22 March 1993,” are replaced by the words “as referred to in Article 89, paragraph 1 of Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 concerning prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012,”.

Art. 156. Article 227, § 1, 4° of the same law is replaced as follows:

“4° the names of the effective leaders of the branch and of the persons responsible for the independent control functions of the branch.
The effective leaders of the branch and the persons responsible for the independent control functions of the branch must permanently possess the professional reliability and appropriate expertise required for the exercise of their functions. Article 211 applies mutatis mutandis to the appointment of the effective leaders of the branch and to the persons responsible for the independent control functions of the branch.”.

Art. 157. The following amendments are made to Article 241 of the same law:

1° in paragraph 1, first paragraph, 2°, the words “in the sense of Article 49bis of the Law of 22 March 1993,” are replaced by the words “in the sense of Article 3, 39°, of the Law of 25 April 2014,”; 2° in paragraph 1, second paragraph, the words “Article 49 of the Law of 22 March 1993,” are replaced by the words “Sections I, II and IV of Book II, Title III, Chapter IV of the Law of 25 April 2014,”; 3° in paragraph 5, first paragraph, the words “Article 49 of the Law of 22 March 1993,” are replaced by the words “Sections I, II and IV of Book II, Title III, Chapter IV of the Law of 25 April 2014,”.

Art. 158. In Article 279, § 1, second paragraph of the same law, the provision under c) is replaced as follows:

“c) Belgian and foreign credit institutions referred to in Article 1, § 3, of the Law of 25 April 2014;”.

Art. 159. Article 291, first paragraph of the same law is replaced as follows:

“Any investigation resulting from the violation of this law or one of the legal provisions referred to in Articles 40 and 200, against collective investment schemes, management companies of collective investment schemes, administrators, directors, agents or persons responsible for independent control functions of collective investment schemes or management companies of collective investment schemes, or approved auditors of a collective investment scheme or a management company of a collective investment scheme, as well as any investigation resulting from the violation of this law against any other natural or legal person, must be brought to the knowledge of the FSMA by the judicial authority before which it is pending.”.

Section XIX. — Modifications of the Companies Code

Art. 160. In Articles 92, § 3, 2°, 108, 1°, 145, 1°, 224, first paragraph, 311, first paragraph, 399, first paragraph, 422, first and second paragraphs, 430, § 2, 1°, 449, first paragraph, 468, sixth paragraph, 1°, 600, first paragraph, 629, § 2, 1°, 630, § 2, 798, first paragraph and 869 of the Companies Code, the words “the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “the Law of 25 April 2014 on the status and supervision of credit institutions”.

Art. 161. In Article 771 of the Companies Code, the words “as defined in Article 61 of the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “as defined in Article 239 of the Law of 25 April 2014 on the status and supervision of credit institutions”.

Section XX. — Modification of the Law of 6 August 1993 concerning transactions with certain securities

Art. 162. Article 15 of the Law of 6 August 1993 concerning transactions with certain securities, amended by the Law of 15 July 1998, is replaced by the following:

“Major changes occurring in the distribution of tasks referred to in the preceding paragraph give rise to the application of paragraphs 1st to 4th.”.

Art. 155. In Article 212, § 3, paragraph 3, of the same law, the words “referred to in Article 32, § 4, of the Law of 22 March 1993” are replaced by the words “referred to in Article 89, § 1st, of Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013 concerning prudential requirements applicable to credit institutions and investment firms and amending Regulation (EU) No 648/2012”.

Art. 156. Article 227, § 1st, 4°, of the same law is replaced by the following:

“4° the name of the effective managers of the branch and of its persons responsible for independent control functions.
The effective managers of the branch as well as its persons responsible for independent control functions must permanently possess the necessary professional reliability and adequate expertise to exercise their function. Article 211 applies by analogy to the appointment of the effective managers of the branch and of its persons responsible for independent control functions.”.

Art. 157. In Article 241, of the same law, the following modifications are made:

1° in paragraph 1st, paragraph 1st, 2°, the words “in the sense of Article 49bis of the Law of 22 March 1993,” are replaced by the words “in the sense of Article 3, 39° of the Law of 25 April 2014,”; 2° in paragraph 1st, paragraph 2, the words “to the provisions of Article 49 of the Law of 22 March 1993,” are replaced by the words “to the provisions of Sections I, II and IV of Book II, Title III, Chapter IV of the Law of 25 April 2014,”; 3° in paragraph 5, paragraph 1st, the words “of Article 49 of the Law of 22 March 1993,” are replaced by the words “of Sections I, II and IV of Book II, Title III, Chapter IV of the Law of 25 April 2014,”.

Art. 158. In Article 279, § 1st, paragraph 2, of the same law, c) is replaced by the following:

“c) Belgian and foreign credit institutions referred to in Article 1st, § 3, of the Law of 25 April 2014;”.

Art. 159. Article 291, paragraph 1st, of the same law is replaced by the following:

“Any information regarding the violation of this law or one of the legal provisions referred to in Articles 40 and 200 against collective investment schemes, management companies of collective investment schemes, administrators, directors, agents or persons responsible for independent control functions of collective investment schemes or management companies of collective investment schemes, or approved auditors of a collective investment scheme or a management company of a collective investment scheme, and any information regarding the violation of this law against any other natural or legal person must be brought to the knowledge of the FSMA by the judicial authority seized thereof.”.

Section XIX. — Modifications of the Companies Code

Art. 160. In Articles 92, § 3, 2°, 108, 1°, 145, 1°, 224, paragraph 1st, 311, paragraph 1st, 399, paragraph 1st, 422, paragraphs 1st and 2, 430, § 2, 1°, 449, paragraph 1st, 468, paragraph 6, 1°, 600, paragraph 1st, 629, § 2, 1°, 630, § 2, 798, paragraph 1st and 869 of the Companies Code, the words “the Law of 22 March 1993 relating to the status and supervision of credit institutions” are replaced by the words “the Law of 25 April 2014 relating to the status and supervision of credit institutions”.

Art. 161. In Article 771 of the Companies Code, the words “defined in Article 61 of the Law of 22 March 1993 relating to the status and supervision of credit institutions,” are replaced by the words “defined in Article 239 of the Law of 25 April 2014 relating to the status and supervision of credit institutions”.

Section XX. — Modification of the Law of 6 August 1993 concerning transactions with certain securities

Art. 162. Article 15 of the Law of 6 August 1993 concerning transactions with certain securities, amended by the Law of 15 July 1998, is replaced by the following:

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“By the King, settlement systems may be recognized that are managed by the National Bank of Belgium, by a settlement body within the meaning of Article 36/26 of the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium, or by one or more credit institutions established in a Member State of the European Economic Area.”.

Section XXI. — Modifications of the Law of 24 July 2008 containing various provisions (I)

Art. 163. Article 28 of the Law of 24 July 2008 containing various provisions (I) is supplemented with two paragraphs, reading:

“By derogation from the first paragraph, the funds of dormant securities accounts that have not been the subject of an intervention by the holder, are transferred to the Treasury before a final date, determined by the King.
The King may also determine a final date for the transfer of data relating to these accounts.”.

Art. 164. Article 49 of the same law, amended by the Law of 17 June 2013, is supplemented with two paragraphs, reading:

“By derogation from the second paragraph and in the absence of an intervention by the owner, the securities of the securities accounts are transferred to the Treasury before a final date, determined by the King.
The King may also determine a final date for the transfer of data relating to these securities accounts.”.

Section XXII. — Modification of the coordinated Law of 24 December 1996 on the organization of the public credit sector and the holding of the public sector's participations in certain private financial companies

Art. 165. Chapter IV “The N.V. Professional Credit and the network of professional credit” of the coordinated Law of 24 December 1996 on the organization of the public credit sector and the holding of the public sector's participations in certain private financial companies, which contains Articles 48 to 59, amended by the Law of 27 November 2012, is replaced by the following:

“Chapter IV. The network of professional credit.

Art. 48. The network of professional credit is formed by the financial enterprises that have joined the network of professional credit, namely:

1° companies that guarantee the notoriety credits granted by them or by the credit associations that have joined the network of professional credit; 2° the local commercial companies and federations of local companies for credit for artisanal tools hereinafter referred to as “member” or “members of the network of professional credit”.

The network of professional credit has no legal personality.
Professional credits are considered to be all credit operations intended to facilitate the exercise of a profession by a natural person or the exploitation by a legal person of a business, industry or professional middle-class activity, without requiring that the credit applicant have the status of a merchant as described by Book I, Title I, of the Commercial Code.

The members of the network of professional credit meet the following conditions in that capacity:
a) The members of the network of professional credit must adopt the legal form of cooperative limited liability companies. Their statutes must determine that the profit distributed to the partners may not exceed the interest rate fixed by the King in execution of the Law of 20 July 1955 establishing a National Council for Cooperation, or that same interest rate increased by a maximum of 5 pct. regarding the shares subscribed by the personnel of the concerned member of the network of professional credit, applied to the actually paid-up amount of the shares, and that outgoing or excluded partners only have the right to the repayment of their contribution.

“Peuvent être agréés par le Roi, les systèmes de liquidation qui sont gérés par la Banque nationale de Belgique, par un organisme de liquidation au sens de l’article 36/26 de la loi du 22 février 1998 fixant le statut organique de la Banque nationale de Belgique ou par un ou plusieurs établissements de crédit établis dans un État membre de l’Espace économique européen.”.

Section XXI. — Modifications of the Law of 24 July 2008 containing various provisions (I)

Art. 163. Article 28 of the Law of 24 July 2008 containing various provisions (I) is supplemented with two paragraphs drafted as follows:

“By derogation from paragraph 1st, the assets of dormant securities accounts that have not been the subject of an intervention by the holders, are transferred to the Treasury before a final date determined by the King.
The King may also determine a final date for the transfer of data relating to said accounts.”.

Art. 164. Article 49 of the same law, amended by the Law of 17 June 2013, is supplemented with two paragraphs drafted as follows:

“By derogation from paragraph 2, and in the absence of intervention by the holder, the securities of the securities accounts are, for their part, transferred to the Treasury before a final date determined by the King.
The King may also determine the final date of the transfer of data relating to these securities accounts.”.

Section XXII. — Modification of the coordinated Law of 24 December 1996 on the organization of the public credit sector and the holding of the public sector's participations in certain private financial companies

Art. 165. Chapter IV “Of the S.A. Professional Credit and the network of professional credit” of the coordinated Law of 24 December 1996 on the organization of the public credit sector and the holding of the public sector's participations in certain private financial companies, containing Articles 48 to 59, amended by the Law of 27 November 2012, is replaced by the following:

“Chapter IV. The network of professional credit.

Art. 48. The network of professional credit is formed by the financial enterprises that have joined the network of professional credit, namely

1° companies that guarantee the notoriety credits granted by them or by the credit associations that have joined the network of professional credit; 2° the local commercial companies and the federations of local companies for credit for artisanal tools, hereinafter referred to as “member” or “members of the network of professional credit”.

The network of professional credit has no legal personality.
Operations considered to fall under professional credit are all credit operations intended to facilitate the exercise, by a natural person, of a profession or the exploitation, by a legal person, of a business, industry or professional activity belonging to the middle classes, without it being required that the credit applicant have the status of a merchant as defined by Book I, Title I, of the Commercial Code.

The members of the network of professional credit meet, in this capacity, the following conditions:
a) The members of the network of professional credit must adopt the form of cooperative limited liability companies. Their statutes must provide that the distributed benefit to the partners cannot exceed the interest rate fixed by the King in execution of the Law of 20 July 1955 establishing a National Council for Cooperation, or that same interest rate increased by a maximum of 5 p.c. regarding the shares subscribed by the personnel of the concerned member of the network of professional credit, applied to the actually released amount of the social shares, and that resigning or excluded partners will only have the right to the repayment of their contribution.

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b) In the event of liquidation, and without prejudice to Article 49, the members of the professional credit network must, in accordance with their statutes, after the settlement of all liabilities and the repayment to partners of their contributions, allocate the liquidation surplus to another member of the professional credit network or, failing that, to the Silver Fund referred to in Article 42.

c) The statutes of the members of the professional credit network must stipulate that they may only merge with one or more members of the professional credit network, may only split into companies belonging to the professional credit network, and may only contribute or transfer a universality or a branch of activity to a member of the professional credit network.

Art. 49. § 1. Any member who does not or no longer complies with the conditions set out in Article 48, fourth paragraph, must pay to the Silver Fund referred to in Article 42, within one month of its establishment, the sum of the following accounting elements: reserves, revaluation surpluses, contingency funds for future risks, and carried forward positive or negative results.

These accounting elements are those defined by the regulation on the annual accounts of credit institutions, as they were recorded at the closing of the last financial year preceding, including those which might be incorporated at any time into the capital of the relevant member of the professional credit network.

The first paragraph also applies to any member of the professional credit network that modifies its statutes such that the provisions of Article 48, fourth paragraph, are no longer complied with, or acts in breach of these provisions.

In the case referred to in the second paragraph, the sum of the accounting elements to be paid to the Silver Fund referred to in Article 42, in accordance with the first paragraph, shall be that of these elements as they existed at the time of the event giving rise to this obligation, increased by the actual yield and decreased by losses up to the day of payment.

The amount thus determined must be paid to the Silver Fund referred to in Article 42 within one month of the event giving rise to this obligation.

The statutory auditor of each member of the professional credit network is responsible for informing the Silver Fund referred to in Article 42 of any circumstance that could lead to the application of the first or second paragraph.

§ 2. Every company is, as long as it belongs to the professional credit network, obliged to appoint a statutory auditor, notwithstanding the provisions of Article 141 of the Companies Code.

Art. 50. Any reference to the “Participation Fund” in the statutes of the members of the professional credit network must, for the purposes of this Law, be read as a reference to the “Silver Fund” referred to in Article 42 until the statutes of the relevant members of the professional credit network have been adapted.”.

Section XXIII. — Amendments to the Law of 25 April 2014 concerning the status and supervision of independent financial planners and concerning the provision of financial planning advice by regulated companies and amending the Companies Code and the Law of 2 August 2002 concerning the supervision of the financial sector and financial services

Art. 166. In Article 4, first paragraph, 3°, a), of the Law of 25 April 2014 concerning the status and supervision of independent financial planners and concerning the provision of financial planning advice by regulated companies and amending the Companies Code and the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, the words “as defined in Article 1, second paragraph of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “as defined in Article 1, § 3 of the Law of 25 April 2014 on the status and supervision of credit institutions”.

Art. 167. In Article 12, § 2, of the same Law, the words “as listed in Article 19 of the Law of 22 March 1993 on the status and supervision of credit institutions” are replaced by the words “as listed in Article 20, § 1, of the Law of 25 April 2014 on the status and supervision of credit institutions”.

b) In the event of liquidation, and without prejudice to Article 49, the members of the professional credit network must, in accordance with their statutes, after the settlement of all liabilities and the repayment to partners of their contributions, allocate the liquidation surplus to another member of the professional credit network or, failing that, to the Silver Fund referred to in Article 42.

c) The statutes of the members of the professional credit network must stipulate that they may only merge with one or more members of the professional credit network, may only split into companies adhering to the professional credit network and may only make a contribution or transfer of a universality or a branch of activity to a member of the professional credit network.

Art. 49. § 1. Any member who does not respect or ceases to respect the conditions provided for in Article 48, paragraph 4, is required to pay to the Silver Fund referred to in Article 42, within the month following this finding, the sum of the following accounting elements: reserves, revaluation surpluses, contingency funds for future risks and carried forward positive or negative results. These accounting elements are those defined by the regulation relating to the annual accounts of credit institutions, as they were recorded at the closing of the last financial year preceding, including those which might be incorporated at any time into the capital of the member of the professional credit network.

Paragraph 1 also applies to any member of the professional credit network that modifies its statutes so that the provisions of Article 48, paragraph 4, are no longer respected, or contravenes these provisions.

In the case of the second paragraph, the sum of the accounting elements to be paid to the Silver Fund, created by Article 12 of the Law of 5 September 2001, in accordance with paragraph 1, shall be that of these elements as they existed at the time of the event giving rise to this obligation, increased by their actual yield or reduced by losses until the day of payment. The amount thus determined must be paid to the Silver Fund, referred to in Article 42, within the month following the event giving rise to this obligation.

The statutory auditor of each member of the professional credit network is responsible for informing the Silver Fund, referred to in Article 42, of any circumstance that could lead to the application of paragraph 1 or 2.

§ 2. Each company, as long as it is part of the professional credit network, has the obligation to appoint a statutory auditor notwithstanding the provisions of Article 141 of the Companies Code.

Art. 50. Any reference to the “Participation Fund” in the statutes of the members of the professional credit network must, for the application of this law, be interpreted as a reference to the “Silver Fund” referred to in Article 42 until the statutes of the concerned members of the professional credit network are adapted.”.

Section XXIII. — Amendments to the Law of 25 April 2014 relating to the status and control of independent financial planners and to the provision of financial planning consultations by regulated companies and amending the Companies Code and the Law of 2 August 2002 relating to the supervision of the financial sector and financial services

Art. 166. In Article 4, paragraph 1, 3°, a), of the Law of 25 April 2014 relating to the status and control of independent financial planners and to the provision of financial planning consultations by regulated companies and amending the Companies Code and the Law of 2 August 2002 relating to the supervision of the financial sector and financial services, the words “as defined in Article 1, paragraph 2, of the Law of 22 March 1993 relating to the status and control of credit institutions” are replaced by the words “as defined in Article 1, § 3 of the Law of 25 April 2014 relating to the status and control of credit institutions”.

Art. 167. In Article 12, § 2, of the same Law, the words “listed in Article 19 of the Law of 22 March 1993 relating to the status and control of credit institutions” are replaced by the words “listed in Article 20, § 1, of the Law of 25 April 2014 relating to the status and control of credit institutions”.

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CHAPTER 4. — Provisions concerning speculation on food commodities

Art. 168. Article 25 of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, last amended by the Law of 30 July 2013, is supplemented with a § 6, worded as follows:

Ҥ 6. This paragraph applies to:
1° transactions concerning financial instruments as referred to in § 3 if the transaction concerned has, may have or intends to have an impact on the price of a food commodity designated pursuant to the fourth paragraph; 2° transactions concerning food commodities designated pursuant to the fourth paragraph if the transaction concerned has, may have or intends to have an impact on the price of a financial instrument as referred to in § 3.

It is prohibited for anyone to provide false or misleading information or data or to engage in any other act whereby the calculation of the price of a financial instrument or a food commodity designated pursuant to the fourth paragraph is manipulated.

For the purposes of this paragraph, ‘food commodity’ shall mean a primary commodity, which, possibly after further processing, is intended for human consumption.

The King is authorized to, after advice from the FSMA, by a decision adopted after consultation in the Council of Ministers, establish the list of food commodities referred to in the first and second paragraphs.”.

Art. 169. In the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, an Article 29bis is inserted, worded as follows:

“Art. 29bis. § 1. Under the conditions and according to the modalities determined by regulation, the FSMA establishes rules regarding limits on positions in financial instruments whose underlying asset consists of food commodities and which are traded on a regulated market or an MTF, that a person is allowed to hold and determines derogations from these rules, in particular when the positions concerned were entered into for hedging purposes. In doing so, the FSMA may take into account the state of progress of the harmonization of the relevant legislation in the European Union.

§ 2. This regulation also determines the cases in which financial intermediaries established in Belgium and other persons designated by regulation inform the FSMA of positions in instruments referred to in the first paragraph, including the modalities and periodicity of this notification.

§ 3. For the purposes of this article, ‘food commodity’ shall be understood in the sense of the definition given in Article 25, § 6.

§ 4. The King may, by a decision adopted after consultation in the Council of Ministers, on the advice of the FSMA, take the necessary measures to transpose the mandatory provisions resulting from European Union law which relate to rules concerning financial instruments derived from commodities, in particular in the fields of definitions, position limits, reporting, position management, product intervention, supervision and international cooperation of the FSMA.

Decisions taken pursuant to this article may modify, supplement, replace, repeal or coordinate the existing legislative provisions, including determining the applicable measures, administrative sanctions and penalties for non-compliance with the rules.

Decisions taken pursuant to this article are automatically repealed if they are not confirmed by law within twenty-four months of their entry into force. The confirmation has retroactive effect to the date of entry into force of the Royal Decrees.”.

CHAPTER 5. — Amendments to the Income Tax Code of 1992 concerning income from savings deposits

Art. 170. In Article 21 of the Income Tax Code of 1992, last amended by the Law of 28 July 2011, the following amendments are made:

1° in the introductory sentence of provision 5°, the words “by credit institutions established in Belgium falling under the Law of 22 March 1993 on the status and supervision of credit institutions,” are replaced by the words “credit institutions referred to in Article 56, § 2, 2°, a,”;

CHAPITRE 4. — Dispositions concernant la spéculation sur les denrées alimentaires

Art. 168. L’article 25 de la loi du 2 août 2002 relative à la surveillance du secteur financier et des services financiers, modifié en dernier lieu par la loi du 30 juillet 2013, est complété par un § 6 rédigé comme suit :

“§ 6. Sont visés par le présent paragraphe :
1° les actes qui concernent des instruments financiers visés au paragraphe 3 pour autant que l’acte concerné ait, soit susceptible d’avoir ou vise à avoir un impact sur le prix d’une denrée alimentaire désignée par le Roi en vertu de l’alinéa 4; 2° les actes qui concernent les denrées alimentaires désignées par le Roi en vertu de l’alinéa 4 pour autant que l’acte concerné ait, soit susceptible d’avoir ou vise à avoir un impact sur le prix d’un instrument financier visé au paragraphe 3.

Il est interdit à toute personne de fournir des informations ou des données fausses ou trompeuses ou de se livrer à tout autre acte constituant une manipulation du prix d’un instrument financier ou d’une denrée alimentaire.

Pour l’application de ce paragraphe, ‘denrée alimentaire’ vise une matière première, qui, le cas échéant après traitement, est destinée à la consommation humaine.

Par arrêté royal délibéré en Conseil des ministres sur avis de la FSMA, le Roi est habilité à fixer la liste des denrées alimentaires visées aux alinéas 1er et 2.”.

Art. 169. Dans la loi du 2 août 2002 relative à la surveillance du secteur financier et des services financiers, il est inséré un article 29bis rédigé comme suit :

“Art. 29bis. § 1er. Dans les conditions et selon des modalités fixées par règlement, la FSMA détermine les règles portant sur les limites aux positions sur instruments financiers dont le sous-jacent est constitué par des denrées alimentaires, négociés sur un marché réglementé ou un MTF, qu’une personne est autorisée à détenir, et fixe des dérogations à ces règles, notamment lorsque les positions en cause ont été constituées à des fins de couverture, ce pour quoi elle peut tenir compte de l’état d’avancement de l’harmonisation de la réglementation en question au sein de l’Union européenne.

§ 2. Ce règlement détermine également les cas dans lesquels les intermédiaires financiers établis en Belgique et les autres personnes désignées par les règlements de la FSMA déclarent les positions dans les instruments visés à l’alinéa 1er, y compris les modalités et la fréquence de cette notification.

§ 3. Pour l’application de cet article, la notion de ‘denrée alimentaire’ doit être comprise au sens de la définition donnée à l’article 25, § 6.

§ 4. Le Roi peut, par arrêté délibéré en Conseil des ministres, pris sur avis de la FSMA prendre les mesures nécessaires à la transposition des dispositions obligatoires découlant du droit communautaire et qui portent sur les règles en matière d’instruments financiers dérivés sur matières premières, notamment concernant les définitions, les limites aux positions, le rapportage, la gestion de positions, l’intervention sur les produits, le contrôle et la coopération internationale de la FSMA.

Les arrêtés pris en vertu du présent article peuvent modifier, compléter, remplacer, abroger ou coordonner les dispositions législatives existantes, en ce compris la détermination des mesures, sanctions administratives et peines applicables en cas de non-respect des règles.

Les arrêtés pris en vertu du présent article sont abrogés de plein droit s’ils n’ont pas été confirmés par la loi dans les vingt-quatre mois de leur date d’entrée en vigueur. La confirmation rétroagit à la date d’entrée en vigueur des arrêtés royaux.”.

CHAPITRE 5. — Modifications du Code des impôts sur les revenus 1992 en matière de revenus afférents aux dépôts d’épargne

Art. 170. À l’article 21 du Code des impôts sur les revenus 1992, modifié en dernier lieu par la loi du 28 juillet 2011, les modifications suivantes sont apportées :

1° dans la phrase liminaire du 5°, les mots “établis en Belgique et régis par la loi du 22 mars 1993 relative au statut et au contrôle des établissements de crédit,” sont remplacés par les mots “visés à l’article 56, § 2, 2°, a”;

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2° in the provision under 5°, the first dash is replaced as follows:
“— these deposits must, in addition, meet the requirements set by the King on the advice of the National Bank of Belgium and the Financial Services and Markets Authority, each within its respective competence, regarding the currency in which these deposits are denominated, the conditions and methods of redemption and withdrawal, as well as the structure, level, and method of calculation of the remuneration thereof, or, for deposits received by credit institutions established in another Member State of the European Economic Area, these deposits must meet analogous requirements as established by the equivalent competent authorities of the other Member State;”; 3° the provision under 5° is supplemented as follows:
“— when the savings deposit is expressed in a foreign currency, the conversion into euros takes place once a year on 31 December or upon the final settlement of the deposit;”.

Art. 171. In Article 171 of the same Code, in place of the provision under 3°quinquies, annulled by judgment no. 7/2014 of the Constitutional Court of 23 January 2014, the following provision under 3°quinquies is inserted:
“3°quinquies at a tax rate of 15%, the income referred to in Article 21, 5°, concerning savings deposits, insofar as they exceed the limits fixed in the provision under 5° of that article;”.

Art. 172. In Article 174/1, § 1, fourth paragraph, of the same Code, in place of the words “and the income referred to in Article 171, 3°quinquies,” annulled by judgment no. 7/2014 of the Constitutional Court of 23 January 2014, the words “and the income referred to in Article 171, 3°quinquies,” are inserted between the words “10 or 25%” and the words “are not”.

Art. 173. In Article 269, first paragraph, of the same Code, in place of the provision under 5°, annulled by judgment no. 7/2014 of the Constitutional Court of 23 January 2014, a provision under 5° is inserted, reading as follows:
“5° at 15% for the income from savings deposits referred to in Article 21, 5°, and insofar as, regarding the income paid or attributed to natural persons, they exceed the limits fixed in the provision under 5° of that article;”.

Art. 174. This chapter takes effect regarding income attributed or made available from 1 January 2012, with the exception of Articles 172 and 173, which take effect regarding income attributed or made available from 1 January 2012 and cease to take effect regarding income attributed or made available from 1 January 2013.

CHAPTER 6. — Amendments to Articles 307 and 322 of the Income Tax Code 1992 regarding foreign bank accounts

Art. 175. In Article 307, § 1, second paragraph, of the Income Tax Code 1992, last amended by the law of 29 March 2012, the words “At the latest simultaneously with the submission of the return indicating the existence of foreign accounts referred to in this paragraph, the numbers of those accounts must be reported to the central contact point referred to in Article 322, § 3, according to the modalities to be determined by the King, unless this reporting has already been done in a previous tax year.” are replaced by the words “At the latest simultaneously with the submission of the return indicating the existence of foreign accounts referred to in this paragraph, the numbers of those accounts, the name of the bank, exchange, credit, or savings institution, and the country or countries where those accounts were opened must be reported to the central contact point referred to in Article 322, § 3, unless this reporting has already been done in a previous tax year. The King determines the detailed rules for this communication and the retention period of the data concerned.”.

Art. 176. Article 322 of the same Code, last amended by the law of 17 June 2013, is supplemented with a § 5, reading:
“§ 5. When the officer appointed by the minister referred to in § 2, third paragraph, has established that the investigation referred to in § 2 has yielded one or more indications of tax fraud or that the investigation conducted implies a possible application of Article 341, he may request the available data regarding the foreign bank accounts referred to in Article 307, § 1, second paragraph, of that taxpayer from the central contact point. The King determines the detailed rules for the consultation by the officer referred to in § 2, third paragraph, appointed by the minister, of the data regarding the foreign bank accounts referred to in Article 307, § 1, second paragraph.”.

Art. 177. In derogation of Article 307, § 1, second paragraph, of the same Code:
a) taxpayers must, within two months calculated from the third day following the invitation sent by the Federal Public Service Finance to communicate the required data, and no earlier than two months from 1 November 2014, communicate the data concerning foreign accounts whose existence, in accordance with Article 307, § 1, second paragraph, of the same Code, has been indicated in the income tax return for the tax years 2012 to 2014, to the central contact point referred to in Article 322, § 3, of the Income Tax Code 1992; b) the form of the income tax return for the tax year 2014 does not contain sections to confirm that the data mentioned in a) has been reported to the central contact point referred to in the aforementioned Article 322, § 3.”

CHAPTER 7. — Institutional amendments to the law of 2 August 2002 regarding the supervision of the financial sector and financial services

Art. 178. In Article 47 of the law of 2 August 2002 regarding the supervision of the financial sector and financial services, last amended by the Royal Decree of 3 March 2011, the words “the management committee, the chairman of the management committee, and the secretary-general” are replaced by the words “the management committee and the chairman of the management committee”.

Art. 179. In Article 48 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° paragraph 1, first paragraph, 2° is supplemented with the words “and discuss the supervision plan referred to in Article 49, § 2;”; 2° in paragraph 1, first paragraph, 4°, the words “after advice” are inserted between the words “management committee and” and the words “of the audit committee” and the words “the second paragraph” are replaced by the words “paragraph 1bis.”. 3° a paragraph 1, first paragraph, 5°bis is inserted, reading:
“5°bis provide advice on draft regulations submitted by the management committee applying Article 49, § 3;”; 4° paragraph 1, first paragraph, 7° is replaced as follows:
“7° exercise general supervision over the integrity, legality, efficiency, and effectiveness of the FSMA.”; 5° in paragraph 1, the third to sixth paragraphs are repealed; 6° the former paragraph 1, second paragraph, which becomes paragraph 1bis, is replaced as follows:
“§ 1bis. In order to exercise the supervision missions referred to in the first paragraph, particularly 4° and 7°, the council establishes an audit committee within its midst. The audit committee consists of four members chosen from among the members who may not hold a participation within the meaning of Article 13 of the Companies Code in an enterprise subject to the permanent supervision of the FSMA, nor exercise a function or mandate in an enterprise subject to the permanent supervision of the FSMA or in a professional association representing enterprises subject to the supervision of the FSMA. The committee counts as many Dutch-speaking members as French-speaking members. The audit committee chooses a chairman from among its members.”. 7° a paragraph 1ter is inserted, reading:
“§ 1ter. The audit committee referred to in § 1bis has the following specific competencies:
1° it approves the job profile, the selection, the hiring, the job change, and the dismissal of the head of the internal audit service and participates in the selection interviews with candidates; 2° it formulates recommendations to the management committee regarding the role and functioning of the internal audit service, approves the internal audit charter as well as the audit planning of the internal audit service;”.

3° it discusses the reports of the internal audit service regarding the investigations conducted, the follow-up given to recommendations, and the activity reports of the internal audit service; 4° it participates in the annual evaluation of the internal auditors; 5° it ensures the existence of the direct reporting line of the internal audit service to the Executive Committee; 6° it examines the draft budget and annual accounts prepared by the Executive Committee before their approval by the Board. It issues advice on this to the Board. The Head of Internal Audit and the Statutory Auditor have direct access to the Chairman of the Audit Committee. The Audit Committee reports annually to the Supervisory Board on its activities, in such a manner that individual natural or legal persons cannot be identified. Information concerning individual natural or legal persons to which the Audit Committee has access by virtue of the exercise of its functions is also subject to the professional secrecy referred to in Article 74 with respect to the other members of the Supervisory Board.”; 8° a paragraph 1ter is inserted, reading:
“§ 1ter. The Supervisory Board communicates any useful recommendation to the Executive Committee, concerning the matters referred to in the first paragraph, 7°, where applicable on the proposal of the Audit Committee. The Executive Committee reports to the Board on the follow-up it gives to the recommendations.”; 9° in paragraph 3, the following amendments are made:
a) the words “four of its members” are replaced by the words “at least three of its members”; b) the words “In the event of a tie, the vote of the Chairman is decisive” are replaced by the words “In the event of a tie regarding a specific agenda item, the relevant decision proposal is deemed not to have been adopted.”; c) a second paragraph is inserted, reading:
“Unless the Chairman of the Board decides otherwise regarding a specific agenda item, the members of the Executive Committee attend the meetings of the Board, without however participating in the deliberations.”.

Art. 180. In Article 49 of the same law, last amended by the Act of 30 July 2013, paragraph 7 is replaced as follows:
Ҥ 7. The Executive Committee meets whenever the Chairman of the Executive Committee deems it necessary or when a member formulates a reasoned request, and at least twelve times per quarter.
The Executive Committee can only validly decide if at least two members are present.
The Executive Committee decides by unanimity. If unanimity is not reached, decisions are made by a majority of the present members. In the event of a tie regarding a specific agenda item, the relevant decision proposal is deemed not to have been adopted.
Minutes are drawn up of the deliberations of the Executive Committee. The minutes are signed by all present members. In case of disagreement, the members of the Executive Committee have the right to have their vote, where applicable with supporting reasons, or their opinion recorded in the minutes.”.

Art. 181. Article 51 of the same law, last amended by the Royal Decree of 3 March 2011, is repealed.

Art. 182. In Article 52 of the same law, last amended by the Royal Decree of 3 March 2011, the words “, as well as of the Secretary-General,” are deleted.

3° it deliberates on the reports of the internal audit service regarding the investigations conducted, the follow-up given to recommendations, and the activity reports of the internal audit service; 4° it participates in the annual evaluation of the internal auditors; 5° it ensures the existence of the direct reporting by the internal audit service to the Executive Committee; 6° it examines the draft budget and annual accounts prepared by the Executive Committee before their approval by the Board. It issues an opinion on this to the Board. The Head of the internal audit service and the Statutory Auditor have direct access to the Chairman of the Audit Committee. The Audit Committee reports annually to the Supervisory Board on its activities, in such a manner that individual natural or legal persons cannot be identified. Information concerning individual natural or legal persons to which the Audit Committee has access by virtue of the exercise of its functions is also subject to the professional secrecy referred to in Article 74 with respect to the other members of the Supervisory Board.”; 8° a paragraph 1ter is inserted, reading:
“§ 1ter. The Supervisory Board transmits any useful recommendation to the Executive Committee, concerning the matters referred to in paragraph 1, 7°, where applicable on the proposal of the Audit Committee. The Executive Committee reports to the Board concerning the follow-up it gives to the recommendations.”; 9° in paragraph 3, the following amendments are made:
a) the words “four of its members” are replaced by the words “at least three of its members”; b) the words “In the event of a tie, the vote of the Chairman of the Supervisory Board is decisive” are replaced by the words “In the event of a tie regarding an agenda item, the decision proposal is deemed to be rejected”; c) a second paragraph is inserted, reading:
“Unless the Chairman of the Board decides otherwise regarding a specific agenda item, the members of the Executive Committee attend the meetings of the Board, without however participating in the deliberations.”.

Art. 180. In Article 49 of the same law, last amended by the Act of 30 July 2013, paragraph 7 is replaced by the following provision:
Ҥ 7. The Executive Committee meets when the Chairman of the Executive Committee deems it necessary or when a member formulates a reasoned request, and at least twelve times per quarter.
The Executive Committee can only rule when at least two of its members are present.
The Committee decides unanimously. When unanimity cannot be reached, decisions are taken by a majority of the present members. In the event of a tie regarding an agenda item, the relevant decision proposal is deemed to be rejected.
Minutes are drawn up of the deliberations of the Executive Committee. The minutes are signed by the present members. In case of disagreement, the members of the Committee have the right to have their vote, where applicable with supporting reasons, or their opinion recorded in the minutes.”.

Art. 181. Article 51 of the same law, last amended by the Royal Decree of 3 March 2011, is repealed.

Art. 182. In Article 52 of the same law, last amended by the Royal Decree of 3 March 2011, the words “, and of the Secretary-General” are deleted.

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Art. 183. In Article 53 of the same law, last amended by the Act of 30 July 2013, the following amendments are made:
1° in the first paragraph, the words “, Secretary-General,” are deleted; 2° in the second paragraph, the word “and” is inserted between the words “Executive Committee” and the words “the members” and the words “and the Secretary-General” are deleted; 3° in the third paragraph, the word “and” is inserted between the words “Chairman” and the words “the members of the Executive Committee” and the words “and the Secretary-General” are deleted.

Art. 184. Article 54 of the same law, last amended by the Act of 30 July 2013, is replaced as follows:
“Art. 54. § 1. The FSMA is organized into services, according to an organizational chart established by the Executive Committee. The organizational chart reflects the various areas of competence of the FSMA as determined in Article 45, as well as the transversal support services.
§ 2. The Chairman and the members of the Executive Committee take, under the collective authority of the Executive Committee, the direction of one or more services of the FSMA.
Each service reports to the member of the Executive Committee tasked with its direction. The internal auditor reports directly and simultaneously to the Executive Committee and the Chairman of the Audit Committee.”.

Art. 185. In Article 62, first paragraph, of the same law, last amended by the Royal Decree of 3 March 2011, the word “and” is inserted between the words “Executive Committee” and the words “the members of the Executive Committee” and the words “and the Secretary-General” are deleted.

Art. 186. In Article 70 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° paragraph 1 is replaced as follows:
“§ 1. If the FSMA, in the exercise of its statutory duties, finds serious indications of the existence of a practice that may give rise to an administrative sanction, or if it is informed of such a practice as a result of a complaint, the Executive Committee may instruct the auditor or, in their absence, the deputy-auditor, to investigate the file.”; 2° a paragraph 1bis is inserted, reading:
“§ 1bis. For the exercise of their duties, the auditor and the deputy-auditor may exercise all investigative powers entrusted to the FSMA by the statutory and regulatory provisions governing the matter concerned. The staff members who assist them in conducting any investigation receive instructions from them alone for the fulfillment of that task. The auditor and the deputy-auditor carry out their duties respecting the rights of the defense.”; 3° in paragraph 2, the following amendments are made:
a) the words “or, in their absence, the deputy-auditor,” are inserted between the words “the auditor” and the words “sends a copy”; b) a sentence is inserted between the second and third sentences, reading:
“The parties may request the auditor or, in their absence, the deputy-auditor, to perform additional investigative acts. If the auditor or the deputy-auditor believe that no follow-up should be given to such a request, they mention the reason for this in the investigation report.”;

c) the words “or, in their absence, the deputy-auditor” are inserted between the words “The auditor” and “reports”.
4° a paragraph 3 is inserted, reading:
“§ 3. The Executive Committee designates the auditor and the deputy-auditor among the staff members of the FSMA. The function of auditor is a full-time function.”.

Art. 187. In Article 71 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° paragraph 1 is replaced as follows:
“§ 1. The Executive Committee decides on the follow-up it gives to the investigation report. It may request the auditor or, in their absence, the deputy-auditor, to provide clarification on the report. It may also request them to perform additional investigative acts.”; 2° paragraph 6 is deleted.

Art. 188. In Article 72 of the same law, last amended by the Act of 30 July 2013, a paragraph 2bis is inserted, reading:
“§ 2bis. If it deems it necessary from the perspective of the right to a fair trial, the Sanctions Commission may request the Executive Committee to have additional investigative acts performed.”.

Art. 189. In Article 74, first paragraph, of the same law, last amended by the Royal Decree of 3 March 2011, the words “, the Secretary-General” are deleted.

Art. 190. In Article 80 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° in the first paragraph, the words “the auditor may,” are replaced by the words “the auditor, or, in their absence, the deputy-auditor,”; 2° in the fourth paragraph, the words “the auditor and the staff members designated by him” are replaced by the words “the auditor, or, in their absence, the deputy-auditor, and the staff members designated by them”.

Art. 191. In Article 81 of the same law, restored by the Act of 2 May 2007, the following amendments are made:
1° in paragraph 1, first paragraph, the words “the auditor may,” are replaced by the words “the auditor, or, in their absence, the deputy-auditor,”; 2° in paragraph 1, second paragraph, and in paragraph 2, first and second paragraphs, the word “auditor” is replaced by the words “auditor, or in their absence, the deputy-auditor”.

Art. 192. In Article 82 of the same law, last amended by the Royal Decree of 3 March 2011, the words “the auditor may” are replaced by the words “the auditor, or, in their absence, the deputy-auditor,”.

Art. 193. In Article 83 of the same law, last amended by the Act of 30 July 2013, the following amendments are made:
1° in paragraph 1, first and second paragraphs, the word “auditor” is replaced by the words “auditor or, in their absence, the deputy-auditor”; 2° in paragraph 1, third paragraph, the words “the auditor and the staff members designated by him” are replaced by the words “the auditor, or, in their absence, the deputy-auditor, and the staff members designated by them”; 3° in paragraph 2, first paragraph, the word “auditor” is replaced by the words “auditor or, in their absence, the deputy-auditor”.

Art. 194. In Article 84, paragraph 1, first and third paragraphs, and paragraph 2, first and second paragraphs, of the same law, restored by the Act of 2 May 2007, the word “auditor” is replaced by the words “auditor or, in their absence, the deputy-auditor”.

Art. 195. In Article 85 of the same law, “§ 1” is deleted and, in the first to third and fifth paragraphs, restored by the Act of 2 May 2007, the word “auditor” is replaced by the words “auditor or, in their absence, the deputy-auditor”.

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c) the words “or, in their absence, the deputy-auditor” are inserted between the words “The auditor” and “sends”.
4° a paragraph 3 is inserted, reading:
“§ 3. The Executive Committee designates the auditor and the deputy-auditor among the staff members of the FSMA. The function of auditor is a full-time function.”.

Art. 187. In Article 71 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° paragraph 1 is replaced by the following:
“§ 1. The Executive Committee decides on the follow-up it gives to the investigation report. It may request the auditor or the deputy-auditor to comment on the investigation report. It may also require additional investigative acts.”; 2° paragraph 6 is deleted.

Art. 188. In Article 72 of the same law, last amended by the Act of 30 July 2013, a paragraph 2bis is inserted, reading:
“§ 2bis. When deemed necessary, with regard to the right to a fair trial, the Sanctions Commission may request the Executive Committee to have additional investigative acts performed.”.

Art. 189. In Article 74, first paragraph, of the same law, last amended by the Royal Decree of 3 March 2011, the words “, the Secretary-General” are deleted.

Art. 190. In Article 80 of the same law, last amended by the Royal Decree of 3 March 2011, the following amendments are made:
1° in the first paragraph, the words “the auditor may” are replaced by the words “the auditor or, in their absence the deputy-auditor, may,”; 2° in the fourth paragraph, the words “the auditor and the staff members designated by him may” are replaced by the words “the auditor or in their absence, the deputy-auditor and the staff members designated by them may”.

Art. 191. In Article 81 of the same law, restored by the Act of 2 May 2007, the following amendments are made:
1° in paragraph 1, first paragraph, the words “the auditor may” are replaced by the words “the auditor or, in their absence the deputy-auditor, may,”; 2° in paragraph 1, second paragraph, and in paragraph 2, first and second paragraphs, the words “the auditor” are replaced by the words “the auditor or, in their absence the deputy-auditor,”.

Art. 192. In Article 82 of the same law, last amended by the Royal Decree of 3 March 2011, the words “the auditor may” are replaced by the words “the auditor or, in their absence the deputy-auditor, may,”.

Art. 193. In Article 83 of the same law, last amended by the Act of 30 July 2013, the following amendments are made:
1° in paragraph 1, first and second paragraphs, the words “the auditor” are replaced by the words “the auditor or, in their absence the deputy-auditor,”; 2° in paragraph 1, third paragraph, the words “the auditor and the staff members designated by him” are replaced by the words “the auditor or in their absence, the deputy-auditor and the staff members designated by them”; 3° in paragraph 2, first paragraph, the word “the auditor” is replaced by the words “the auditor or, in their absence the deputy-auditor,”.

Art. 194. In Article 84, paragraph 1, first and third paragraphs, and paragraph 2, first and second paragraphs, of the same law, restored by the Act of 2 May 2007, the words “the auditor” are replaced by the words “the auditor or, in their absence the deputy-auditor,”.

Art. 195. In Article 85 of the same law, “§ 1” is deleted and, in the first to third and fifth paragraphs, restored by the Act of 2 May 2007, the words “the auditor” are replaced by the words “the auditor or, in their absence, the deputy-auditor,”.

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CHAPTER 8. — Other repeal provisions and miscellaneous provisions

Art. 196. In derogation of Article 36 of the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium, the Board of Governors is authorized to replace the word “last” with the word “third” in Article 61, first paragraph, of the statutes of the National Bank of Belgium.

CHAPTER 9. — Transitional provisions and entry into force

Art. 197. Legal entities that, on the date of entry into force of the amendments introduced by this law in Article 90, § 1, first paragraph, of the Law of 9 July 1975, in Article 60, § 1/1, first paragraph, of the Law of 6 April 1995, in Article 17, § 1, first paragraph, of the Law of 16 February 2009, in Articles 13, § 1, first paragraph, and 68, § 1, first paragraph, of the Law of 21 December 2009, and in Articles 39, § 1, and 199 of the Law of 3 August 2012, exercise a function as a member of the statutory governing body, respectively, of an insurance undertaking, an investment undertaking, a reinsurance undertaking, a payment institution, an electronic money institution, an investment company, or a management company for collective investment undertakings, may continue to exercise their current mandate until it expires.

The first paragraph also applies to single-member private limited companies with limited liability that, on the date of entry into force of the amendments introduced by this law in Article 39 of the Law of 3 August 2012, were responsible for the effective management of an investment company.

Until the expiration of the mandates referred to in this article, Article 90, § 1, second paragraph, of the Law of 9 July 1975, Article 60, § 1/1, second paragraph, of the Law of 6 April 1995, Article 17, § 1, second paragraph, of the Law of 16 February 2009, Articles 13, § 1, second paragraph, and 68, § 1, second paragraph, of the Law of 21 December 2009, and Articles 39, § 1, and 199 of the Law of 3 August 2012, apply to the permanent representative of the legal entity.

Art. 198. Without prejudice to Article 90/3 of the Law of 9 July 1975 concerning the supervision of insurance undertakings, insurance undertakings that hold an authorization on the date of entry into force of this law must establish a management committee that complies with Articles 90/2 or 90/3 of the aforementioned Law of 9 July 1975 by 1 January 2016 at the latest.

Art. 199. Without prejudice to Article 17/3 of the Law of 16 February 2009 on the reinsurance business, reinsurance undertakings that hold an authorization on the date of entry into force of this law must establish a management committee that complies with Articles 17/2 or 17/3 of the aforementioned Law of 16 February 2009 by 1 January 2016 at the latest.

Art. 200. In derogation of Article 52 of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, the person holding the position of Secretary-General referred to in Article 51 of the same law on 1 May 2013 remains in office until the entry into force of Articles 178 to 195 and 201.

Art. 201. In derogation of Article 49, paragraph 6, of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, the King may, upon the entry into force of Articles 178 to 195 and 201, renew the mandate of the members of the management committee for a renewable term of six years, and Article 49, paragraph 6, fifth paragraph, of the same law does not apply to mandates that end upon the entry into force of Articles 178 to 195 and 201.

Art. 202. § 1. The provisions of this law enter into force on the day they are published in the Belgian State Gazette.

The King determines, however, by a decision adopted after consultation in the Council of Ministers, the date of entry into force of Articles 56, 57, 58, 59, 61, and 62.

§ 2. Article 170 enters into force on 1 January 2015.

The King may determine an entry into force date prior to the date mentioned in the first paragraph.

§ 3. Articles 178 to 195 and 201 enter into force on 1 May 2014.

§ 4. Articles 94 to 97 enter into force on the tenth day following the day on which they are published in the Belgian State Gazette.

CHAPTER 8. — Other repeal provisions and miscellaneous provisions

Art. 196. In derogation of Article 36 of the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium, the Board of Governors is authorized to replace, in Article 61, first paragraph, of the statutes of the National Bank of Belgium, the word “last” with the word “third”.

CHAPTER 9. — Transitional provisions and entry into force

Art. 197. Legal entities that, on the date of entry into force of the amendments introduced by this law in Article 90, § 1, first paragraph, of the Law of 9 July 1975, in Article 60, § 1, first paragraph, of the Law of 6 April 1995, in Article 17, § 1, first paragraph, of the Law of 16 February 2009, in Articles 13, § 1, first paragraph, and 68, § 1, first paragraph, of the Law of 21 December 2009, and in Articles 39, § 1, and 199 of the Law of 3 August 2012, exercise a function as a member of the statutory governing body, respectively, of an insurance undertaking, an investment undertaking, a reinsurance undertaking, a payment institution, an electronic money institution, an investment company, or a management company for collective investment undertakings, are authorized to continue the exercise of their current mandate until its expiration.

The first paragraph is also applicable to single-member private limited companies with limited liability that, on the date of entry into force of the amendments introduced by this law in Article 39 of the Law of 3 August 2012, were responsible for the effective management of an investment company.

Until the expiration of the mandates referred to by this article, Article 90, § 1, second paragraph, of the Law of 9 July 1975, Article 60, § 1, second paragraph, of the Law of 6 April 1995, Article 17, § 1, second paragraph, of the Law of 16 February 2009, Articles 13, § 1, second paragraph, and 68, § 1, second paragraph, of the Law of 21 December 2009, and Articles 39, § 1, and 199 of the Law of 3 August 2012, apply to the permanent representative of the legal entity.

Art. 198. Without prejudice to Article 90/3 of the Law of 9 July 1975 concerning the supervision of insurance undertakings, insurance undertakings that hold an authorization on the date of entry into force of this law must establish a management committee complying with Articles 90/1 or 90/2 of the aforementioned Law of 9 July 1975 by 1 January 2016 at the latest.

Art. 199. Without prejudice to Article 17/3 of the Law of 16 February 2009 concerning reinsurance, reinsurance undertakings that hold an authorization on the date of entry into force of this law must establish a management committee complying with Articles 17/1 or 17/2 of the aforementioned Law of 16 February 2009 by 1 January 2016 at the latest.

Art. 200. In derogation of Article 52 of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, the person holding the position of Secretary-General referred to in Article 51 of the same law on 1 May 2013 remains in office until the entry into force of Articles 178 to 195 and 201.

Art. 201. In derogation of Article 49, § 6, of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, the King may, upon the entry into force of Articles 178 to 195 and 201, renew the mandate of the members of the management committee for a renewable period of six years, and Article 49, § 6, fifth paragraph, of the same law does not apply to mandates that end upon the entry into force of Articles 178 to 195 and 201.

Art. 202. § 1. The provisions of this law enter into force on the day of their publication in the Belgian State Gazette.

However, the King fixes, by a decision deliberated in the Council of Ministers, the date of entry into force of Articles 56, 57, 58, 59, 61, and 62.

§ 2. Article 170 enters into force on 1 January 2015.

The King may fix an entry into force date prior to that mentioned in the first paragraph.

§ 3. Articles 178 to 195 and 201 enter into force on 1 May 2014.

§ 4. Articles 94 to 97 enter into force on the tenth day following that of their publication in the Belgian State Gazette.

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For their ongoing public offers, authorized cooperative companies nevertheless have a period of two months after the entry into force of Article 95, 1°, to comply with the amended Article 18, § 1, a), of the Law of 16 June 2006 on public offers of investment instruments and the admission of investment instruments for trading on a regulated market. For those ongoing public offers, these companies must comply with Article 18, § 3, second paragraph, of the same law at the latest upon the expiration of that period.

Promulgate this law, order that it be sealed with the State Seal and published by the Belgian State Gazette.

Given at Brussels, 25 April 2014.

PHILIPPE

By the King:

The Minister of Finance,
K. GEENS

The Deputy Prime Minister and Minister of Economy, Consumers and North Sea, J. VANDE LANOTTE

The Deputy Prime Minister and Minister of Home Affairs and Equal Opportunities, Mrs. J. MILQUET

The Minister of Justice,
Mrs. A. TURTELBOOM

Sealed with the State Seal:

The Minister of Justice,
Mrs. A. TURTELBOOM

Note

(1) Chamber of Representatives (www.dekamer.be) Documents: 53−3413 Full report: 3 April 2014.
Senate (www.senate.be)
Document: 5−2842
Project not discussed by the Senate: 10 April 2014.

FEDERAL PUBLIC SERVICE FINANCES

[C − 2014/03196]

25 APRIL 2014. — Law introducing mechanisms for macroprudential policy and establishing the specific tasks of the National Bank of Belgium within the framework of its mission to contribute to the stability of the financial sector (1)

PHILIPPE, King of the Belgians,

To all who are now and hereafter shall be, Greetings.

The Chambers have adopted and We sanction what follows:

CHAPTER 1. — Introductory provisions

Article 1. This law regulates a matter referred to in Article 78 of the Constitution.

Art. 2. This law implements the Recommendation of the European Systemic Risk Board (ESRB/2011/3) of 22 December 2011 concerning the macroprudential mandate of national authorities.

CHAPTER 2. — Amendments to the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium

Art. 3. Article 12 of the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium is replaced as follows:

“Art. 12. § 1. The Bank contributes to the stability of the financial system. To this end and in accordance with the provisions of Chapter IV/3, it ensures in particular the detection, assessment, and monitoring of the various factors and developments that may affect the stability of the financial system, determines by means of recommendations which measures the various concerned authorities should implement to contribute to the stability of the financial system as a whole, notably by strengthening the robustness of the system

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