# Regulation (EU) No 462/2013 of the European Parliament and of the CouncilShow full title

Regulation (EU) No 462/2013 of the European Parliament and of the Council of 21 May 2013 amending Regulation (EC) No 1060/2009            on credit rating agencies (Text with EEA relevance)         

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# Regulation (EU) No 462/2013 of the European Parliament and of the Council

# of 21 May 2013

# amending Regulation (EC) No 1060/2009 on credit rating agencies

# (Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof,

Having regard to the proposal from the European Commission,

After transmission of the draft legislative act to the national parliaments,

Having regard to the opinion of the European Central Bank(1),                        

Having regard to the opinion of the European Economic and Social Committee(2),                        

Acting in accordance with the ordinary legislative procedure(3),                        

Whereas:

(1)Regulation (EC) No 1060/2009 of the European Parliament and of the Council(4) requires credit rating agencies to comply with rules of conduct in order to mitigate possible conflicts of interest, and                              to ensure high quality and sufficient transparency of credit ratings and the rating process. Following the amendments introduced                              by Regulation (EU) No 513/2011 of the European Parliament and of the Council(5), the European Supervisory Authority (European Securities and Markets Authority) (ESMA), established by Regulation (EU) No                              1095/2010 of the European Parliament and of the Council(6), has been empowered to register and supervise credit rating agencies. This Regulation complements the current regulatory                              framework for credit rating agencies. Some of the most important issues, such as conflicts of interest due to the issuer-pays                              model and disclosure for structured finance instruments, have been addressed and the framework will need to be reviewed after                              having been in place for a reasonable period of time to assess whether it fully resolves those issues. Meanwhile the need                              to review transparency, procedural requirements and the timing of publication specifically for sovereign ratings was highlighted                              by the current sovereign debt crisis.

(2)The European Parliament’s resolution of 8 June 2011 on credit rating agencies: future perspectives(7), called for enhanced regulation of credit rating agencies. At its informal meeting of 30 September and 1 October 2010, the                              Ecofin Council acknowledged that further efforts should be made to address a number of issues related to credit rating activities,                              including the risk of over-reliance on credit ratings and the risk of conflicts of interest stemming from the remuneration                              model of credit rating agencies. The European Council of 23 October 2011 concluded that progress is needed on reducing over-reliance                              on credit ratings.

(3)At the international level, the Financial Stability Board (FSB), of which the European Central Bank (ECB) is a member institution,                              endorsed on 20 October 2010 principles to reduce the reliance of authorities and of financial institutions on credit ratings                              (‘the FSB principles’). The FSB principles were endorsed by the G20 Seoul Summit in November 2010. It is therefore appropriate                              that the sectoral competent authorities assess market participants’ practices and encourage those market participants to mitigate                              the impact of such practices. The sectoral competent authorities should decide upon the measures for encouragement. ESMA,                              where appropriate in cooperation with the European Supervisory Authority (European Banking Authority), established by Regulation                              (EU) No 1093/2010 of the European Parliament and of the Council(8), and with the European Supervisory Authority (European Insurance and Occupational Pensions Authority), established by Regulation                              (EU) No 1094/2010 of the European Parliament and of the Council(9), should take action to facilitate convergence of supervisory practices in accordance with Regulation (EU) No 1095/2010, and                              within the framework of this Regulation.

(4)Credit rating agencies should make investors aware of the data on the probability of default of credit ratings and rating                              outlooks based on historical performance, as published on the central repository created by ESMA.

(5)Pursuant to the FSB principles, ‘central banks should reach their own credit judgments on the financial instruments that they                              will accept in market operations, both as collateral and as outright purchases. Central bank policies should avoid mechanistic                              approaches that could lead to unnecessarily abrupt and large changes in the eligibility of financial instruments and the level                              of haircuts that may exacerbate cliff effects’. Furthermore, the ECB stated in its opinion of 2 April 2012 that it is committed                              to supporting the common objective of reducing over-reliance on credit ratings. In that respect, the ECB reports regularly                              on the various measures taken by the Eurosystem to reduce reliance on credit ratings. Pursuant to Article 284(3) of the Treaty                              on the Functioning of the European Union (TFEU), the ECB is to address an annual report on the activities of the European                              System of Central Banks (ESCB) and on the monetary policy of both the previous and current years to the European Parliament,                              the Council and the Commission, and also to the European Council. The President of the ECB is to present that report to the                              European Parliament, which may hold a general debate on that basis, and to the Council. Further, the ECB could, in such reports,                              describe how it has implemented the FSB principles and the alternative assessment mechanisms it uses.

(6)The Union is working towards reviewing, at a first stage, whether any references to credit ratings in Union law trigger or                              have the potential to trigger sole or mechanistic reliance on such credit ratings and, at a second stage, all references to                              credit ratings for regulatory purposes with a view to deleting them by 2020, provided that appropriate alternatives to credit                              risk assessment are identified and implemented.

(7)The relevance of rating outlooks for investors and issuers and their effects on markets are comparable to the relevance and                              effects of credit ratings. Therefore, all the requirements of Regulation (EC) No 1060/2009 which aim at ensuring that rating                              actions are accurate, transparent and free from conflicts of interest should also apply to rating outlooks. According to current                              supervisory practice, a number of requirements of that Regulation apply to rating outlooks. This Regulation should clarify                              the rules and provide legal certainty by introducing a definition of rating outlooks and clarifying which specific provisions                              apply to such rating outlooks. The definition of rating outlooks should also encompass opinions regarding the likely direction                              of a credit rating in the short term, commonly referred to as credit watches.

(8)In the medium term, further action should be evaluated to delete references to credit ratings for regulatory purposes from                              financial regulation and to eliminate the risk-weighting of assets by means of credit ratings. However, for the time being,                              credit rating agencies are important participants in the financial markets. As a consequence, the independence and integrity                              of credit rating agencies and their credit rating activities are of particular importance in guaranteeing their credibility                              vis-à-vis market participants, in particular investors and other users of credit ratings. Regulation (EC) No 1060/2009 provides                              that credit rating agencies are to be registered and supervised as their services have considerable impact on the public interest.                              Credit ratings, unlike investment research, are not mere opinions about a value or a price for a financial instrument or a                              financial obligation. Credit rating agencies are not mere financial analysts or investment advisors. Credit ratings have regulatory                              value for regulated investors, such as credit institutions, insurance companies and other institutional investors. Although                              the incentives to rely excessively on credit ratings are being reduced, credit ratings still drive investment choices, in                              particular because of information asymmetries and for efficiency purposes. In that context, credit rating agencies must be                              independent and must be perceived as such by market participants, and their rating methods must be transparent and be perceived                              as such.

(9)Over-reliance on credit ratings should be reduced and all the automatic effects deriving from credit ratings should be gradually                              eliminated. Credit institutions and investment firms should be encouraged to put in place internal procedures in order to                              make their own credit risk assessment and should encourage investors to perform a due diligence exercise. Within that framework,                              this Regulation provides that financial institutions should not solely or mechanistically rely on credit ratings. Therefore,                              those institutions should avoid entering into contracts where they solely or mechanistically rely on credit ratings and should                              avoid using them in contracts as the only parameter to assess the creditworthiness of investments or to decide whether to                              invest or divest.

(10)Regulation (EC) No 1060/2009 already provided a first round of measures to address the question of independence and integrity                              of credit rating agencies and their credit rating activities. The objectives of guaranteeing the independence of credit rating                              agencies and of identifying, managing and, to the extent possible, avoiding any conflicts of interest that could arise were                              already underpinning several provisions of that Regulation. The selection and remuneration of the credit rating agency by                              the rated entity (the issuer-pays model) engenders inherent conflicts of interest. Under that model, there are incentives                              for credit rating agencies to issue complacency ratings on the issuer in order to secure a long-standing business relationship                              in order to guarantee revenues or to secure additional work and revenues. Moreover, relationships between the shareholders                              of credit rating agencies and the rated entities may cause conflicts of interest, which are not sufficiently dealt with by                              the existing rules. As a result, credit ratings issued under the issuer-pays model may be perceived as the credit ratings                              that suit the issuer rather than the credit ratings needed by the investor. It is essential to reinforce the conditions of                              independence applying to credit rating agencies in order to increase the level of credibility of credit ratings issued under                              the issuer-pays model.

(11)In order to increase competition in a market that has been dominated by three credit rating agencies, measures should be taken                              to encourage the use of smaller credit rating agencies. It has been the practice in recent times for issuers or related third                              parties to seek credit ratings from two or more credit rating agencies, and therefore, where two or more credit ratings are                              sought, the issuer or a related third party should consider appointing at least one credit rating agency which does not have                              more than 10 % of the total market share and which could be evaluated by the issuer or a related third party as capable of                              rating the relevant issuance or entity.

(12)The credit rating market shows that, traditionally, credit rating agencies and rated entities enter into long-lasting relationships.                              This raises the risk of familiarity, as the credit rating agency may become too sympathetic to the desires of the rated entity.                              In those circumstances, the impartiality of credit rating agencies could, over time, become questionable. Indeed, credit rating                              agencies appointed and paid by a corporate issuer have an incentive to issue overly favourable ratings on that rated entity                              or on its debt instruments in order to maintain the business relationship with such issuer. Issuers are also subject to incentives                              that favour long-lasting relationships, such as the lock-in effect whereby an issuer refrains from changing credit rating                              agency as this could raise concerns of investors regarding the issuer’s creditworthiness. This problem was already identified                              in Regulation (EC) No 1060/2009, which required credit rating agencies to apply a rotation mechanism providing for gradual                              changes in analytical teams and credit rating committees so that the independence of the rating analysts and persons approving                              credit ratings would not be compromised. The success of those rules, however, was highly dependent on a behavioural solution                              internal to the credit rating agency, namely the actual independence and professionalism of the employees of the credit rating                              agency vis-à-vis the commercial interests of the credit rating agency itself. Those rules were not designed to provide a sufficient                              guarantee towards third parties that the conflicts of interest arising from the long-lasting relationship would effectively                              be mitigated or avoided. A way to achieve this could be by limiting the period during which a credit rating agency can continuously                              provide credit ratings on the same issuer or its debt instruments. Setting out a maximum duration of the contractual relationship                              between the issuer which is rated or which issued the rated debt instruments and the credit rating agency should remove the                              incentive for issuing favourable credit ratings with respect to that issuer. Additionally, requiring the rotation of credit                              rating agencies as a normal and regular market practice should also effectively mitigate the problem of the lock-in effect.                              Finally, the rotation of credit rating agencies should have positive effects on the credit rating market, as it would facilitate                              new market entries and offer existing credit rating agencies the opportunity to extend their business to new areas.

(13)It is, however, important that the implementation of a rotation mechanism is designed in such a way that the benefits of the                              mechanism more than outweigh its possible negative consequences. For example, frequent rotation could result in increased                              costs for issuers and credit rating agencies because the cost associated with rating a new entity or financial instrument                              is typically higher than the cost of monitoring a credit rating that has already been issued. It also takes a considerable                              amount of time and resources to get established as a credit rating agency, whether as a niche player or covering all asset                              classes. Further, ongoing rotation of credit rating agencies could have a significant impact on the quality and continuity                              of credit ratings. Equally important, a rotation mechanism should be implemented with sufficient safeguards to allow the market                              to adapt gradually before possibly enhancing the mechanism in the future. This could be achieved by limiting the scope of                              the mechanism to re-securitisations, which is a limited source of bank funding, while allowing credit ratings that are already                              issued to continue to be monitored upon request even after rotation becomes mandatory. Thus, as a general rule, rotation should                              only affect new re-securitisations with underlying assets from the same originator. The Commission should review whether it                              is appropriate to maintain a limited rotation mechanism or to apply it to other asset classes as well and, if so, whether                              other classes warrant different treatment with respect to, for example, the length of the maximum duration of the contractual                              relationship. If the rotation mechanism is established for other asset classes, the Commission should evaluate whether it                              is necessary to introduce an obligation on the credit rating agency to provide, at the end of the maximum duration period                              of the contractual relationship, information on the issuer and on the rated financial instruments (a handover file), to the                              incoming credit rating agency.

(14)It is appropriate to introduce rotation on the credit rating market for re-securitisations. First, that is the segment of                              the European securitisations market that has underperformed since the financial crisis, and it is therefore the one in which                              the need to address conflicts of interest is greatest. Second, while the credit risk on debt instruments issued by, for instance,                              corporates to a high degree depends on the debt servicing capacity of the issuer itself, the credit risk on re-securitisations                              is generally unique to each transaction. Therefore, when a re-securitisation is created the risk of knowledge being lost by                              hiring a new credit rating agency is not high. In other words, although there is currently only a limited number of credit                              rating agencies active in the credit rating market for re-securitisations, that market is more naturally open to competition                              and a rotation mechanism could be a driver for creating more dynamics in that market. Finally, the credit rating market for                              re-securitisations is dominated by a few large credit rating agencies but there are other players who have been building up                              expertise in this area.

(15)Regular rotation of credit rating agencies issuing credit ratings on re-securitisations should bring more diversity to the                              assessment of creditworthiness. Multiple and different views, perspectives and methodologies applied by credit rating agencies                              should produce more diverse credit ratings and ultimately improve the assessment of the creditworthiness of re-securitisations.                              For such diversity to play a role and to avoid complacency of both originators and credit rating agencies, the maximum period                              during which the credit rating agency is allowed to rate re-securitisations from the same originator must be restricted to                              a level that guarantees regular fresh assessments of creditworthiness. Those factors, together with the need to provide certain                              continuity of approach to credit ratings, mean that a period of four years is appropriate. Where at least four credit rating                              agencies are appointed, the objectives for a rotation mechanism have already been achieved so the requirement to rotate should                              not apply. In order to ensure real competition, such an exemption should only be applicable where at least four of the appointed                              credit rating agencies rate a certain proportion of the outstanding financial instruments of the originator.

(16)It is appropriate to structure a rotation mechanism for re-securitisations around the originator. Re-securitisations are issued                              out of special-purpose vehicles without any significant capacity to service the debt. Therefore, structuring rotation around                              the issuer would render the mechanism ineffective. Conversely, structuring rotation around the sponsor would mean that the                              exemption would almost always apply.

(17)A rotation mechanism could be an important tool for lowering the barriers to entry to the credit rating market for re-securitisations.                              At the same time, however, it could make it more difficult for new market players to secure a foothold in the market because                              they would not be allowed to hold on to their clients. It is therefore appropriate to introduce an exemption from the rotation                              mechanism for small credit rating agencies.

(18)In order to be effective, the rotation mechanism needs to be enforced in a credible manner. The rotation requirement would                              not achieve its objectives if the outgoing credit rating agency were allowed to rate re-securitisations from the same originator                              again within too short a period. Therefore, it is important to provide for an appropriate period within which the outgoing                              credit rating agency cannot be appointed to rate re-securitisations from the same originator again. That period should be                              sufficiently long to allow the incoming credit rating agency to provide its credit rating services effectively, to ensure                              that the re-securitisations are truly exposed to a new scrutiny under a different approach, and to guarantee that the credit                              ratings issued by the new credit rating agency provide enough continuity. At the same time, for a rotation mechanism to function                              properly, the length of the period is constrained by the supply of credit rating agencies with sufficient expertise in the                              area of re-securitisations. Therefore, the length of the period should be proportionate, should generally be equal to the                              length of the expired contract of the outgoing credit rating agency but should not exceed four years.

(19)Requiring a regular rotation of credit rating agencies is proportionate to the objective pursued. The requirement only applies                              to registered credit rating agencies, which are regulated and which provide a service affecting the public interest (credit                              ratings that can be used for regulatory purposes) under the issuer-pays model and for a particular asset class (re-securitisations).                              The privilege of having its services recognised as playing an important role in the regulation of the financial services market                              and being approved to carry out this function, gives rise to the need to respect certain obligations in order to guarantee                              independence and the perception of independence in all circumstances. A credit rating agency which is prevented from rating                              re-securitisations from a particular originator would still be allowed to rate re-securitisations from other originators as                              well as rating other asset classes. In a market context where the rotation rule applies to all participants, business opportunities                              will arise since all credit rating agencies would need to rotate. Moreover, credit rating agencies can always issue unsolicited                              credit ratings on re-securitisations from the same originator capitalising on their experience. Unsolicited credit ratings                              are not constrained by the issuer-pays model and therefore are theoretically less affected by potential conflicts of interest.                              For the clients of credit rating agencies, the maximum duration of the contractual relationship with a credit rating agency                              and the requirement to employ more than one credit rating agency also represent restrictions on their freedom to conduct their                              own business. However, those restrictions are necessary on public-interest grounds considering the interference by the issuer-pays                              model with the necessary independence of credit rating agencies to guarantee independent credit ratings that can be used by                              investors for regulatory purposes. At the same time, those restrictions do not go beyond what is necessary and should rather                              be seen as increasing the creditworthiness of re-securitisations towards other parties, and ultimately the market.

(20)The independence of a credit rating agency vis-à-vis a rated entity is also affected by possible conflicts of interest of                              any of its significant shareholders with the rated entity. A shareholder of a credit rating agency could be a member of the                              administrative or supervisory board of a rated entity or a related third party. Regulation (EC) No 1060/2009 addresses this                              type of situation only as regards the conflicts of interest caused by rating analysts, persons approving the credit ratings                              or other employees of the credit rating agency. That Regulation is, however, silent as regards potential conflicts of interest                              caused by shareholders or members of credit rating agencies. With a view to enhancing the perception of independence of credit                              rating agencies vis-à-vis the rated entities, it is appropriate to extend the existing rules set out in that Regulation on                              conflicts of interest caused by employees of the credit rating agencies to those caused by shareholders or members holding                              a significant position within the credit rating agency. Hence, the credit rating agency should abstain from issuing credit                              ratings, or should disclose that the credit rating may be affected, where a shareholder or member holding 10 % of the voting                              rights of that agency is also a member of the administrative or supervisory board of the rated entity or has invested in the                              rated entity when the investment reaches a certain size. Furthermore, the fact that a shareholder or member holding at least                              5 % of the voting rights of that credit rating agency has invested in the rated entity or is a member of the administrative                              or supervisory board of the rated entity should be disclosed to the public, at least if the investment reaches a certain size.                              Moreover, where a shareholder or member is in a position to exercise significant influence on the business activity of the                              credit rating agency, that person should not provide consultancy or advisory services to the rated entity or a related third                              party regarding its corporate or legal structure, assets, liabilities or activities.

(21)In order to ensure a workable application of the rules on independence and prevention of conflicts of interest set out in                              Regulation (EC) No 1060/2009 and to prevent them from becoming ineffective, there is a need for a sufficiently high number                              of credit rating agencies, unconnected with both the outgoing credit rating agency in case of rotation and the credit rating                              agency providing credit rating services in parallel to the same issuer. It is appropriate to require a strict separation of                              the outgoing agency from the incoming credit rating agency in the case of rotation as well as of the two credit rating agencies                              providing credit rating services in parallel to the same issuer. The credit rating agencies concerned should not be linked                              to each other by control, by being part of the same group of credit rating agencies, by being a shareholder or a member of                              or being able to exercise voting rights in any of the other credit rating agencies, or by being able to appoint members of                              the administrative or supervisory boards of any of the other credit rating agencies.

(22)Credit rating agencies should establish, maintain, enforce and document an effective internal control structure governing                              the implementation of policies and procedures for the prevention and control of possible conflicts of interest and for ensuring                              the independence of credit ratings, rating analysts and rating teams regarding shareholders, administrative and management                              bodies and sales and marketing activities. Standard Operating Procedures (SOPs) should be put in place relating to corporate                              governance, organisational matters, and the management of conflicts of interest. SOPs should be periodically reviewed and                              monitored to evaluate their effectiveness and whether they should be updated.

(23)The perception of independence of credit rating agencies would be particularly affected should the same shareholders or members                              be investing in different credit rating agencies not belonging to the same group of credit rating agencies, at least if such                              investment reaches a certain size that could allow those shareholders or members to exercise a certain influence on the credit                              rating agency’s business. Therefore, in order to ensure the independence (and the perception of independence) of credit rating                              agencies, it is appropriate to provide for stricter rules regarding the relations between the credit rating agencies and their                              shareholders or members. For that reason, no person should simultaneously hold a participation of 5 % or more in more than                              one credit rating agency, unless the credit rating agencies concerned belong to the same group.

(24)The objective of ensuring sufficient independence of credit rating agencies requires that investors not hold simultaneously                              investments of 5 % or more in more than one credit rating agency. Directive 2004/109/EC of the European Parliament and of                              the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers                              whose securities are admitted to trading on a regulated market(10) provides that those persons controlling at least 5 % of the voting rights in a listed company disclose that fact to the public,                              because, inter alia, the investors have an interest in knowing about changes in the voting structure of such a company. The                              5 % level is therefore considered to be a major holding capable of influencing the voting structure in a company. It is therefore                              appropriate to use the 5 % level for the purposes of restricting the simultaneous investment in more than one credit rating                              agency. The measure cannot be considered to be disproportionate, given that all registered credit rating agencies in the Union                              are non-listed undertakings and, therefore, not subject to the transparency and procedural rules that apply to listed companies                              in the Union in accordance with Directive 2004/109/EC. Often unlisted undertakings are governed by shareholders’ protocols                              or agreements and the number of shareholders or members is usually low. Therefore, even a minority position in an unlisted                              credit rating agency could be influential. Nevertheless, in order to ensure that purely economic investments in credit rating                              agencies are still possible, this limitation to simultaneous investments in more than one credit rating agency should not                              be extended to investments channelled through collective investment schemes managed by third parties independent from the                              investor and not subject to the investor’s influence.

(25)The provisions in this Regulation regarding conflicts of interest with regard to the shareholder structure should not only                              refer to direct but also to indirect shareholdings as otherwise those rules could be easily circumvented. Credit rating agencies                              should make all efforts to know their indirect shareholders so that they can avoid any potential conflicts of interest in                              this respect.

(26)The effectiveness of the rules on independence and prevention of conflicts of interest which require that credit rating agencies                              not provide credit rating services to the same issuer for a long period of time could be undermined if credit rating agencies                              were allowed to become significant shareholders or members of other credit rating agencies.

(27)It is important to ensure that modifications to the rating methodologies do not result in less rigorous methodologies. For                              that purpose, issuers, investors and other interested parties should have the opportunity to comment on any intended change                              to rating methodologies. This will help them to understand the reasons behind new methodologies and for the change in question.                              Comments provided by issuers and investors on the draft methodologies may provide valuable input for the credit rating agencies                              in defining the methodologies. ESMA should also be notified of intended changes. Although Regulation (EC) No 1060/2009 confers                              on ESMA the power to verify that methodologies used by credit rating agencies are rigorous, systematic, continuous and subject                              to validation based on historical experience, including back-testing, that verification process should not grant ESMA any                              power to judge the appropriateness of the proposed methodology or of the credit ratings issued following the application of                              the methodologies. Where appropriate, rating methodologies should take into account financial risks deriving from environmental                              hazards.

(28)Due to the complexity of structured finance instruments, credit rating agencies have not always succeeded in ensuring a sufficiently                              high quality of credit ratings issued on such instruments. This has led to a loss of market confidence in this type of credit                              ratings. In order to regain confidence it would be appropriate to require issuers or related third parties to engage at least                              two different credit rating agencies for the provision of credit ratings on structured finance instruments, which could lead                              to different and competing assessments. This could also reduce the over-reliance on a single credit rating.

(29)The proposal for a directive on the access to the activity of credit institutions and the prudential supervision of credit                              institutions and investment firms and the proposal for a regulation on prudential requirements for credit institutions and                              investment firms, which are to replace Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006                              relating to the taking up and pursuit of the business of credit institutions(11) and Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment                              firms and credit institutions(12), introduce a requirement for credit institutions and investment firms to assess the credit risk of entities and financial                              instruments in which they invest themselves and not simply to rely in this respect on credit ratings. That requirement should                              be extended to other financial market participants regulated under Union law, including investment managers. For all financial                              market participants, however, that requirement should be enforced in a proportional manner taking into account the nature,                              scale, and complexity of the participant in question. Member States should not be entitled to impose or maintain rules that                              allow stricter reliance by those investors on credit ratings.

(30)Furthermore, the ability of investors to make an informed assessment of the creditworthiness of structured finance instruments                              would be improved if investors were provided with sufficient information on those instruments. For example, as the risk on                              structured finance instruments to a large extent depends on the quality and performance of the underlying assets, investors                              should be provided with more information on the underlying assets. This would reduce investors’ dependence on credit ratings.                              Moreover, disclosing relevant information on structured finance instruments is likely to reinforce the competition between                              credit rating agencies, because it could lead to an increase in the number of unsolicited credit ratings. The Commission should,                              by January 2016, review and report on the appropriateness of extending the scope of that disclosure requirement to other financial                              products. For example, there are other financial products, such as covered bonds and other secured debt, where the risk to                              a large extent depends on the characteristics of any underlying collateral and where it could be relevant to provide investors                              with more information about the collateral.

(31)Investors, issuers and other interested parties should have access to up-to-date rating information on a central website.                              A European rating platform should be established by ESMA and should allow investors to easily compare all credit ratings that                              exist with regard to a specific rated entity. It is important that the European rating platform website shows all available                              credit ratings per instrument in order to allow investors to consider the whole variety of opinions before taking their own                              investment decision. However, in order not to undermine the ability of credit rating agencies to operate under the investor-pays                              model, such credit ratings should not be included in the European rating platform. The European rating platform should help                              smaller and new credit rating agencies to gain visibility. The European rating platform should incorporate ESMA’s central                              repository with a view to creating a single platform for all available credit ratings per instrument and for information on                              historical performance data, published on the central repository. The European Parliament supported the establishment of such                              publication of credit ratings in its resolution on credit rating agencies of 8 June 2011.

(32)Credit ratings, whether issued for regulatory purposes or not, have a significant impact on investment decisions and on the                              image and financial attractiveness of issuers. Hence, credit rating agencies have an important responsibility towards investors                              and issuers in ensuring that they comply with Regulation (EC) No 1060/2009 so that their credit ratings are independent, objective                              and of adequate quality. However, investors and issuers are not always in a position to enforce credit rating agencies’ responsibility                              towards them. It can be particularly difficult to establish the civil liability of a credit rating agency in the absence of                              a contractual relationship between a credit rating agency and, for instance, an investor or an issuer rated on an unsolicited                              basis. Issuers can also face difficulties in enforcing credit rating agencies’ civil liability towards them even when they                              have a contractual relationship with the credit rating agency concerned: for instance, a downgrade of a credit rating, decided                              on the basis of an infringement of Regulation (EC) No 1060/2009 committed intentionally or with gross negligence, can impact                              negatively the reputation and funding costs of an issuer, therefore causing this issuer damage even if it is not covered by                              contractual liability. Therefore, it is important to provide for an adequate right of redress for investors who have reasonably                              relied on a credit rating issued in breach of Regulation (EC) No 1060/2009 as well as for issuers who suffer damage because                              of a credit rating issued in breach of Regulation (EC) No 1060/2009. The investor and issuer should be able to hold the credit                              rating agency liable for damages caused by an infringement of that Regulation which had an impact on the rating outcome. While                              investors and issuers who have a contractual relationship with a credit rating agency may choose to base a claim against that                              credit rating agency on a breach of contract, the possibility of claiming damages for an infringement of Regulation (EC) No                              1060/2009 should be available for all investors and issuers, regardless of whether there is a contractual relationship between                              the parties.

(33)It should be possible for credit rating agencies to be held liable if they infringe intentionally or with gross negligence                              any obligations imposed on them by Regulation (EC) No 1060/2009. This standard of fault is appropriate because the activity                              of credit rating involves a certain degree of assessment of complex economic factors and the application of different methodologies                              may lead to different rating results, none of which can be considered as incorrect. Also, it is appropriate to expose credit                              rating agencies to potentially unlimited liability only where they breach Regulation (EC) No 1060/2009 intentionally or with                              gross negligence.

(34)The investor or issuer claiming damages for an infringement of Regulation (EC) No 1060/2009 should present accurate and detailed                              information indicating that the credit rating agency has committed such an infringement of that Regulation. This should be                              assessed by the competent court, taking into consideration that the investor or issuer may not have access to information                              that is purely within the sphere of the credit rating agency.

(35)Regarding matters concerning the civil liability of a credit rating agency which are not covered by or defined in this Regulation,                              including causation and the concept of gross negligence, such matters should be governed by the applicable national law as                              determined by the relevant rules of private international law. In particular, Member States should be able to maintain national                              civil liability regimes which are more favourable to investors or issuers or which are not based on an infringement of Regulation                              (EC) No 1060/2009. The competent court to decide on a claim for civil liability brought by an investor or issuer should be                              determined by the relevant rules on private international law.

(36)The fact that institutional investors including investment managers are obliged to carry out their own assessment of the creditworthiness                              of assets should not prevent courts from finding that an infringement of Regulation (EC) No 1060/2009 by a credit rating agency                              has caused damage to an investor for which that credit rating agency is liable. While this Regulation will improve the possibilities                              of investors to make an own risk assessment they will continue to have more limited access to information than the credit                              rating agencies themselves. Furthermore, in particular smaller investors may lack the capability to review a credit rating                              provided by a credit rating agency critically.

(37)Member States and ESMA should ensure that any penalties imposed pursuant to Regulation (EC) No 1060/2009 are publicly disclosed                              only where such public disclosure would be proportionate.

(38)In order to further mitigate conflicts of interest and facilitate fair competition in the credit rating market, it is important                              to ensure that the fees charged by credit rating agencies to clients are not discriminatory. Differences in fees charged for                              the same type of service should only be justifiable by a difference in the actual costs in providing this service to different                              clients. Moreover, the fees charged for credit rating services to a given issuer should not depend on the results or outcome                              of the work performed or on the provision of related (ancillary) services. Furthermore, in order to allow for the effective                              supervision of those rules, credit rating agencies should disclose to ESMA the fees received from each of their clients and                              their general pricing policy.

(39)In order to contribute to the issuance of up-to-date and credible sovereign ratings and to facilitate users’ understanding,                              it is important to regularly review those ratings. It is also important to increase transparency about the research work carried                              out, the staff allocated to the preparation of sovereign ratings and the underlying assumptions behind the credit ratings                              made by credit rating agencies in relation to sovereign debt.

(40)It is essential that investors have appropriate information to assess the creditworthiness of Member States. In the framework                              of its surveillance of economic and fiscal policies of Member States, the Commission collects and processes data on the economic,                              financial and fiscal situation and performance of all Member States, most of which are published by the Commission and which                              can therefore be used by investors to assess the potential creditworthiness of Member States. Where appropriate and available,                              and subject to the relevant confidentiality rules applicable in the framework of its surveillance of economic and fiscal policies                              of Member States, the Commission should complement existing reporting on economic performance of Members States by possible                              additional elements or indicators, which may help investors to assess the creditworthiness of Member States. Those elements                              should be made available to the public, complementing the existing publications and other publicly disclosed information,                              with a view to providing investors with further data in order to help them assess the creditworthiness of sovereign entities                              and their debt information. Bearing this in mind, the Commission should examine the possibility of developing a European creditworthiness                              assessment, to allow investors to make an impartial and objective assessment of Member States’ creditworthiness, taking into                              account the specific economic and social development. If necessary, the Commission should submit appropriate legislative proposals.

(41)The current rules provide for credit ratings to be announced to the rated entity 12 hours before their publication. In order                              to avoid such notification taking place outside working hours and to leave the rated entity sufficient time to verify the                              correctness of data underlying the credit rating, the rated entity should be notified a full working day before publication                              of the credit rating or of a rating outlook. A list of the persons entitled to receive such notification should be limited                              and should be clearly identified by the rated entity.

(42)In view of the specificities of sovereign ratings and in order to reduce the risk of volatility, it is appropriate and proportionate                              to require credit rating agencies to publish those ratings only after close of business of the trading venues established                              in the Union and at least one hour before their opening. On the same basis, it is also appropriate and proportionate that,                              at the end of December, credit rating agencies should publish a calendar for the following 12 months setting the dates for                              the publication of sovereign ratings and, corresponding thereto, the dates for the publication of related rating outlooks                              where applicable. Such dates should be set on a Friday. Only for unsolicited sovereign ratings should the number of publications                              in the calendar be limited between two and three. Where this is necessary to comply with their legal obligations, credit rating                              agencies should be allowed to deviate from their announced calendar, while explaining in detail the reasons for such deviation.                              However, such deviation should not happen routinely.

(43)On the basis of the evolution of the market, the Commission should submit a report to the European Parliament and the Council                              exploring the appropriateness of, and ways to, support a European public credit rating agency dedicated to assessing the creditworthiness                              of Members States’ sovereign debt and/or a European credit rating foundation for all other credit ratings. If necessary, the                              Commission should submit appropriate legislative proposals.

(44)In view of the specificities of sovereign ratings and in order to avoid a risk of contagion across the Union, statements announcing                              a revision of a given group of countries should be prohibited if not accompanied by individual country reports. Furthermore                              with the view to enhancing the validity and accessibility of sources of information used by credit rating agencies in public                              communications on potential changes in sovereign ratings, other than credit ratings, rating outlooks and accompanying press                              releases, such communications should always be based on information within the sphere of the rated entity which has been disclosed                              with the consent of the rated entity unless that information is available from generally accessible sources. Where the legal                              framework governing the rated entity provides that the rated entity must not disclose such information, such as in the case                              of inside information as defined in point (1) of Article 1 of Directive 2003/6/EC of the European Parliament and the Council                              of 28 January 2003 on insider dealing and market manipulation (market abuse)(13), the rated entity must not give its consent.

(45)For the purpose of transparency, when publishing their sovereign ratings, credit rating agencies should explain in their press                              releases or reports the key elements underlying those credit ratings. However, transparency for sovereign ratings should not                              be conclusive to the direction of national policies (economic, labour or other). Therefore, whilst those policies may serve                              as an element for the credit rating agency to assess creditworthiness of a sovereign entity or its financial instruments,                              and may be used in explaining the main reasons for a sovereign rating, direct or explicit requirements or recommendations                              from credit rating agencies to sovereign entities as regards those policies should not be allowed. Credit rating agencies                              should refrain from any direct or explicit policy recommendations on policies of sovereign entities.

(46)Technical standards in the financial services sector should ensure an adequate protection of depositors, investors and consumers                              across the Union. As a body with highly specialised expertise, it would be efficient and appropriate to entrust ESMA, with                              the elaboration of draft regulatory and implementing technical standards which do not involve policy choices, for submission                              to the Commission.

(47)The Commission should adopt the draft regulatory technical standards developed by ESMA regarding the content, frequency and                              presentation of the information to be provided by issuers on structured finance instruments, the presentation of the information,                              including structure, format, method and timing of reporting, that credit rating agencies should disclose to ESMA in relation                              to the European rating platform and the content and format of the periodic reporting on fees charged by credit rating agencies                              for the purposes of ongoing supervision by ESMA. The Commission should adopt those standards by means of delegated acts pursuant                              to Article 290 TFEU and in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

(48)Regulation (EC) No 1060/2009 allows credit ratings issued in third countries to be used for regulatory purposes if they are                              issued by credit rating agencies certified in accordance with that Regulation or endorsed by credit rating agencies established                              in the Union in accordance with that Regulation. Certification requires that the Commission has adopted an equivalence decision                              regarding the third country’s regulatory regime for credit rating agencies and endorsement requires that the conduct of the                              third-country credit rating agency fulfils requirements which are at least as stringent as the relevant Union rules. Some                              of the provisions introduced by this Regulation should not apply to the equivalence and endorsement assessments. This is the                              case for those provisions that only establish obligations on issuers but not on credit rating agencies. In addition, provisions                              that relate to the structure of the credit rating market within the Union rather than establishing rules of conduct for credit                              rating agencies should not be considered in this context. In order to grant third countries sufficient time to review their                              regulatory frameworks regarding the remaining new substantive provisions, the latter should only apply for the purpose of                              the equivalence and endorsement assessments as of 1 June 2018. It is important to recall in this respect that a third-country                              regulatory regime does not have to have identical rules as those provided for in this Regulation. As already provided for                              in Regulation (EC) No 1060/2009, in order to be considered equivalent to or as stringent as the Union regulatory regime, it                              should be sufficient that the third-country regulatory regime achieve the same objectives and effects in practice.

(49)Since the objectives of this Regulation, namely to reinforce the independence of credit rating agencies, to promote sound                              credit rating processes and methodologies, to mitigate the risks associated with sovereign ratings, to reduce the risk of                              over-reliance on credit ratings by market participants, and to ensure a right of redress for investors, cannot be sufficiently                              achieved by the Member States and can therefore, by reason of the pan-Union structure and impact of the credit rating activities                              to be supervised, be better achieved at the Union level, the Union may adopt measures, in accordance with the principle of                              subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality,                              as set out in that Article, this Regulation does not go beyond what is necessary in order to achieve those objectives.

(50)The Commission should put forward, by the end of 2013, a report regarding the feasibility of a network of smaller credit rating                              agencies in order to increase competition in the market. That report should evaluate Union financial and non-financial support                              and incentives for the creation of such a network, taking into consideration the potential conflicts of interest arising from                              such public funding.

(51)The European Data Protection Supervisor has been consulted in accordance with Article 28(2) of Regulation (EC) No 45/2001                              of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with regard to the processing                              of personal data by the Community institutions and bodies and on the free movement of such data(14) and has adopted an opinion(15).

(52)Regulation (EC) No 1060/2009 should therefore be amended accordingly,

HAVE ADOPTED THIS REGULATION:

## Article 1U.K.Amendments to Regulation (EC) No 1060/2009

Regulation (EC) No 1060/2009 is amended as follows:

Article 1 is replaced by the following:

### ‘Article 1Subject matter

This Regulation introduces a common regulatory approach in order to enhance the integrity, transparency, responsibility, good                                 governance and independence of credit rating activities, contributing to the quality of credit ratings issued in the Union                                 and to the smooth functioning of the internal market, while achieving a high level of consumer and investor protection. It                                 lays down conditions for the issuing of credit ratings and rules on the organisation and conduct of credit rating agencies,                                 including their shareholders and members, to promote credit rating agencies’ independence, the avoidance of conflicts of interest,                                 and the enhancement of consumer and investor protection.                           

This Regulation also lays down obligations for issuers, originators and sponsors established in the Union regarding structured                                 finance instruments.’;                           

in Article 2(1), Article 3(1)(m), Article 4(2), Article 4(3), introductory part, Article 4(4), first and second subparagraphs,                              Article 5(1), introductory part, Article 14(1), and Annex II, point (1) ‘Community’ is replaced by ‘Union’;                           

Article 3 is amended as follows:

paragraph 1 is amended as follows:

point (g) is replaced by the following:

“regulatory purposes” means the use of credit ratings for the specific purpose of complying with Union law, or with Union                                                            law as implemented by the national legislation of the Member States;’;                                                      

the following points are inserted:

“credit institution” means a credit institution as defined in point (1) of Article 4 of Directive 2006/48/EC;                                                      

“investment firm” means an investment firm as defined in point (1) of Article 4(1) of Directive 2004/39/EC;                                                      

“insurance undertaking” means an insurance undertaking as defined in point (1) of Article 13 of Directive 2009/138/EC of the                                                            European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance                                                            (Solvency II)(16);                                                      

“reinsurance undertaking” means a reinsurance undertaking as defined in point (4) of Article 13 of Directive 2009/138/EC;                                                      

“institution for occupational retirement provision” means an institution for occupational retirement provision as defined                                                            in Article 6(a) of Directive 2003/41/EC;                                                      

“management company” means a management company as defined in Article 2(1)(b) of Directive 2009/65/EC of the European Parliament                                                            and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings                                                            for collective investment in transferable securities (UCITS)(17);                                                      

“investment company” means an investment company authorised in accordance with Directive 2009/65/EC;                                                      

“alternative investment fund manager” means an AIFM as defined in Article 4(1)(b) of Directive 2011/61/EU of the European                                                            Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers(18);                                                      

“central counterparty” means a CCP as defined in point (1) of Article 2 of Regulation (EU) No 648/2012 of the European Parliament                                                            and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories(19) which is authorised in accordance with Article 14 of that Regulation;                                                      

“prospectus” means a prospectus published under Directive 2003/71/EC and Regulation (EC) No 809/2004;’;                                                      

points (q) and (r) are replaced by the following:

“sectoral legislation” means the legislative acts of the Union referred to in points (pa) to (pj);                                                      

“sectoral competent authorities” means the national competent authorities designated under the relevant sectoral legislation                                                            for the supervision of credit institutions, investment firms, insurance undertakings, reinsurance undertakings, institutions                                                            for occupational retirement provision, management companies, investment companies, alternative investment fund managers, central                                                            counterparties and prospectuses.’;                                                      

the following points are added:

“issuer” means an issuer as defined in Article 2(1)(h) of Directive 2003/71/EC;                                                      

“originator” means an originator as defined in point (41) of Article 4 of Directive 2006/48/EC;                                                      

“sponsor” means a sponsor as defined in point (42) of Article 4 of Directive 2006/48/EC;                                                      

“sovereign rating” means:                                                      

a credit rating where the entity rated is a State or a regional or local authority of a State;                                                               

a credit rating where the issuer of the debt or financial obligation, debt security or other financial instrument is a State                                                                     or a regional or local authority of a State, or a special purpose vehicle of a State or of a regional or local authority;                                                               

a credit rating where the issuer is an international financial institution established by two or more States which has the                                                                     purpose of mobilising funding and providing financial assistance for the benefit of the members of that international financial                                                                     institution which are experiencing or threatened by severe financing problems;                                                               

“rating outlook” means an opinion regarding the likely direction of a credit rating over the short term, the medium term or                                                            both;                                                      

“unsolicited credit rating” and “unsolicited sovereign rating” mean, respectively, a credit rating or a sovereign rating assigned                                                            by a credit rating agency other than upon request;                                                      

“credit score” means a measure of creditworthiness derived from summarising and expressing data based only on a pre-established                                                            statistical system or model, without any additional substantial rating-specific analytical input from a rating analyst;                                                      

“regulated market” means a regulated market as defined in point (14) of Article 4(1) of Directive 2004/39/EC and established                                                            in the Union;                                                      

“re-securitisation” means re-securitisation as defined in point (40a) of Article 4 of Directive 2006/48/EC.’;                                                      

the following paragraph is added:

‘3.For the purposes of this Regulation, the term “shareholder” includes beneficial owners, as defined in point (6) of Article                                             3 of Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of                                             the financial system for the purpose of money laundering and terrorist financing(20).’;                                    

Article 4 is amended as follows:

paragraph 1 is replaced by the following:

‘1.Credit institutions, investment firms, insurance undertakings, reinsurance undertakings, institutions for occupational retirement                                             provision, management companies, investment companies, alternative investment fund managers and central counterparties may                                             use credit ratings for regulatory purposes only if they are issued by credit rating agencies established in the Union and                                             registered in accordance with this Regulation.                                    

Where a prospectus contains a reference to a credit rating or credit ratings, the issuer, offeror, or person asking for admission                                          to trading on a regulated market shall ensure that the prospectus also includes clear and prominent information stating whether                                          or not such credit ratings are issued by a credit rating agency established in the Union and registered under this Regulation.’;                                    

in paragraph 3, point (b) is replaced by the following:

the credit rating agency has verified and is able to demonstrate on an ongoing basis to the European Supervisory Authority                                                   (European Securities and Markets Authority) (ESMA) established by Regulation (EU) No 1095/2010 of the European Parliament                                                   and of the Council(21), that the conduct of the credit rating activities by the third-country credit rating agency resulting in the issuing of the                                                   credit rating to be endorsed fulfils requirements which are at least as stringent as the requirements set out in Articles                                                   6 to 12 and Annex I, with the exception of Articles 6a, 6b, 8a, 8b, 8c and 11a, point (ba) of point 3 and points 3a and 3b                                                   of Section B of Annex I.’;                                             

Article 5 is amended as follows:

in paragraph 6, second subparagraph, point (b) is replaced by the following:

credit rating agencies in that third country are subject to legally binding rules which are equivalent to those set out in                                                   Articles 6 to 12 and Annex I, with the exception of Articles 6a, 6b, 8a, 8b, 8c and 11a, point (ba) of point 3 and points                                                   3a and 3b of Section B of Annex I; and’;                                             

paragraph 8 is replaced by the following:

‘8.Articles 20, 23b and 24 shall apply to credit rating agencies certified in accordance with Article 5(3) and to credit ratings                                             issued by them.’;                                    

the following Articles are inserted in Title I:

### ‘Article 5aOver-reliance on credit ratings by financial institutions

1.The entitites referred to in the first subparagraph of Article 4(1) shall make their own credit risk assessment and shall                                    not solely or mechanistically rely on credit ratings for assessing the creditworthiness of an entity or financial instrument.                           

2.Sectoral competent authorities in charge of supervising the entities referred to in the first subparagraph of Article 4(1)                                    shall, taking into account the nature, scale and complexity of their activities, monitor the adequacy of their credit risk                                    assessment processes, assess the use of contractual references to credit ratings and, where appropriate, encourage them to                                    mitigate the impact of such references, with a view to reducing sole and mechanistic reliance on credit ratings, in line with                                    specific sectoral legislation.                           

### Article 5bReliance on credit ratings by the European Supervisory Authorities and the European Systemic Risk Board

1.The European Supervisory Authority (European Banking Authority) (EBA) established by Regulation (EU) No 1093/2010 of the European                                    Parliament and of the Council(22), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) (EIOPA) established by Regulation                                    (EU) No 1094/2010 of the European Parliament and of the Council(23) and ESMA shall not refer to credit ratings in their guidelines, recommendations and draft technical standards where such                                    references have the potential to trigger sole or mechanistic reliance on credit ratings by the competent authorities, the                                    sectoral competent authorities, the entitites referred to in the first subparagraph of Article 4(1) or other financial market                                    participants. Accordingly, by 31 December 2013, EBA, EIOPA and ESMA shall review and remove, where appropriate, all such references                                    to credit ratings in existing guidelines and recommendations.                           

2.The European Systemic Risk Board (ESRB) established by Regulation (EU) No 1092/2010 of the European Parliament and of the                                    Council of 24 November 2010 on European Union macro-prudential oversight of the financial system and establishing a European                                    Systemic Risk Board(24) shall not refer to credit ratings in its warnings and recommendations where such references have the potential to trigger                                    sole or mechanistic reliance on credit ratings.                           

### Article 5cOver-reliance on credit ratings in Union law

Without prejudice to its right of initiative, the Commission shall continue to review whether references to credit ratings                                 in Union law trigger or have the potential to trigger sole or mechanistic reliance on credit ratings by the competent authorities,                                 the sectoral competent authorities, the entities referred to in the first subparagraph of Article 4(1) or other financial                                 market participants with a view to deleting all references to credit ratings in Union law for regulatory purposes by 1 January                                 2020, provided that appropriate alternatives to credit risk assessment have been identified and implemented.’;                           

Article 6 is amended as follows:

paragraph 1 is replaced by the following:

‘1.A credit rating agency shall take all necessary steps to ensure that the issuing of a credit rating or a rating outlook is                                             not affected by any existing or potential conflicts of interest or business relationship involving the credit rating agency                                             issuing the credit rating or the rating outlook, its shareholders, managers, rating analysts, employees or any other natural                                             person whose services are placed at the disposal or under the control of the credit rating agency, or any person directly                                             or indirectly linked to it by control.’;                                    

in paragraph 3, the introductory part is replaced by the following:

‘3.At the request of a credit rating agency, ESMA may exempt a credit rating agency from complying with the requirements of points                                             2, 5, 6 and 9 of Section A of Annex I and Article 7(4) if the credit rating agency is able to demonstrate that those requirements                                             are not proportionate in view of the nature, scale and complexity of its business and the nature and range of issue of credit                                             ratings and that:’;                                    

the following paragraph is added:

‘4.Credit rating agencies shall establish, maintain, enforce and document an effective internal control structure governing the                                             implementation of policies and procedures to prevent and mitigate possible conflicts of interest and to ensure the independence                                             of credit ratings, rating analysts and rating teams regarding shareholders, administrative and management bodies and sales                                             and marketing activities. Credit rating agencies shall establish standard operating procedures (SOPs) with regard to corporate                                             governance, organisation, and the management of conflicts of interest. They shall periodically monitor and review those SOPs                                             in order to evaluate their effectiveness and assess whether they should be updated.’;                                    

the following articles are inserted:

### ‘Article 6aConflicts of interest concerning investments in credit rating agencies

1.A shareholder or a member of a credit rating agency holding at least 5 % of either the capital or the voting rights in that                                    credit rating agency or in a company which has the power to exercise control or a dominant influence over that credit rating                                    agency, shall be prohibited from:                           

(a)holding 5 % or more of the capital of any other credit rating agency;                           

(b)having the right or the power to exercise 5 % or more of the voting rights in any other credit rating agency;                           

(c)having the right or the power to appoint or remove members of the administrative or supervisory board of any other credit                                    rating agency;                           

(d)being a member of the administrative or supervisory board of any other credit rating agency;                           

(e)exercising or having the power to exercise control or a dominant influence over any other credit rating agency.                           

The prohibition referred to in point (a) of the first subparagraph does not apply to holdings in diversified collective investment                                 schemes, including managed funds such as pension funds or life insurance, provided that the holdings in such schemes do not                                 put the shareholder or member of a credit rating agency in a position to exercise significant influence on the business activities                                 of those schemes.                           

2.This Article does not apply to investments in other credit rating agencies belonging to the same group of credit rating agencies.                           

### Article 6bMaximum duration of the contractual relationship with a credit rating agency

1.Where a credit rating agency enters into a contract for the issuing of credit ratings on re-securitisations, it shall not                                    issue credit ratings on new re-securitisations with underlying assets from the same originator for a period exceeding four                                    years.                           

2.Where a credit rating agency enters into a contract for rating re-securitisations, it shall request that the issuer:                           

(a)determine the number of credit rating agencies which have a contractual relationship for the issuing of credit ratings on                                    re-securitisations with underlying assets from the same originator;                           

(b)calculate the percentage of the total number of outstanding rated re-securitisations with underlying assets from the same                                    originator for which each credit rating agency issues credit ratings.                           

Where at least four credit rating agencies each rate more than 10 % of the total number of outstanding rated re-securitisations,                                 the limitations set out in paragraph 1 shall not apply.                           

The exemption set out in the second subparagraph shall continue to apply at least until the credit rating agency enters into                                 a new contract for rating re-securitisations with underlying assets from the same originator. Where the criteria set out in                                 the second subparagraph are not met when entering into such a contract, the period referred to in paragraph 1 shall be calculated                                 from the date on which the new contract was entered into.                           

3.As from the expiry of a contract pursuant to paragraph 1, a credit rating agency shall not enter into a new contract for the                                    issuing of credit ratings on re-securitisations with underlying assets from the same originator for a period equal to the                                    duration of the expired contract but not exceeding four years.                           

The first subparagraph shall also apply to:                           

(a)a credit rating agency belonging to the same group of credit rating agencies as the credit rating agency referred to in paragraph                                    1;                           

(b)a credit rating agency which is a shareholder or member of the credit rating agency referred to in paragraph 1;                           

(c)a credit rating agency in which the credit rating agency referred to in paragraph 1 is a shareholder or member.                           

4.Notwithstanding paragraph 1, where a credit rating of a re-securitisation is issued before the end of the maximum duration                                    of the contractual relationship as referred to in paragraph 1, a credit rating agency may continue to monitor and update those                                    credit ratings, on a solicited basis, for the duration of the re-securitisation.                           

5.This Article shall not apply to credit rating agencies that have fewer than 50 employees at group level involved in the provision                                    of credit rating activities, or that have an annual turnover generated from credit rating activities of less than EUR 10 million                                    at group level.                           

6.Where a credit rating agency enters into a contract for the issuing of credit ratings on re-securitisations before 20 June                                    2013, the period referred to in paragraph 1 shall be calculated from that date.’;                           

Article 7(5) is replaced by the following:

‘5.Compensation and performance evaluation of employees involved in the credit rating activities or rating outlooks, as well                                    as persons approving the credit ratings or rating outlooks, shall not be contingent on the amount of revenue that the credit                                    rating agency derives from the rated entities or related third parties.’;                           

Article 8 is amended as follows:

paragraph 2 is replaced by the following:

‘2.A credit rating agency shall adopt, implement and enforce adequate measures to ensure that the credit ratings and the rating                                             outlooks it issues are based on a thorough analysis of all the information that is available to it and that is relevant to                                             its analysis according to the applicable rating methodologies. It shall adopt all necessary measures so that the information                                             it uses in assigning credit ratings and rating outlooks is of sufficient quality and from reliable sources. The credit rating                                             agency shall issue credit ratings and rating outlooks stipulating that the rating is the agency’s opinion and should be relied                                             upon to a limited degree.                                    

2a.Changes in credit ratings shall be issued in accordance with the credit rating agency’s published rating methodologies.’;                                    

in paragraph 5, the following subparagraph is added:

‘Sovereign ratings shall be reviewed at least every six months.’;                                    

the following paragraph is inserted:

‘5a.A credit rating agency that intends to make a material change to, or use, new rating methodologies, models or key rating assumptions                                             which could have an impact on a credit rating shall publish the proposed material changes or proposed new rating methodologies                                             on its website inviting stakeholders to submit comments for a period of one month together with a detailed explanation of                                             the reasons for and the implications of the proposed material changes or proposed new rating methodologies.’;                                    

paragraph 6 is amended as follows:

the introductory part is replaced by the following:

‘6.Where rating methodologies, models or key rating assumptions used in credit rating activities are changed in accordance with                                                      Article 14(3), a credit rating agency shall:’;                                             

the following points are inserted:

immediately inform ESMA and publish on its website the results of the consultation and the new rating methodologies together                                                            with a detailed explanation thereof and their date of application;                                                      

immediately publish on its website the responses to the consultation referred to in paragraph 5a except in cases where confidentiality                                                            is requested by the respondent to the consultation;’;                                                      

the following paragraph is added:

‘7.Where a credit rating agency becomes aware of errors in its rating methodologies or in their application it shall immediately:                                    

(a)notify those errors to ESMA and all affected rated entities explaining the impact on its ratings including the need to review                                             issued ratings;                                    

(b)where errors have an impact on its credit ratings, publish those errors on its website;                                    

(c)correct those errors in the rating methodologies; and                                    

(d)apply the measures referred to in points (a), (b) and (c) of paragraph 6.’;                                    

the following Articles are inserted:

### ‘Article 8aSovereign ratings

1.Sovereign ratings shall be issued in a manner which ensures that the individual specificity of a particular Member State has                                    been analysed. A statement announcing revision of a given group of countries shall be prohibited if it is not accompanied                                    by individual country reports. Such reports shall be made publicly available.                           

2.Public communications other than credit ratings, rating outlooks, or accompanying press releases or reports as referred to                                    in point 5 of Part I of Section D of Annex I, which relate to potential changes in sovereign ratings shall not be based on                                    information within the sphere of the rated entity that has been disclosed without the consent of the rated entity, unless                                    it is available from generally accessible sources or unless there are no legitimate reasons for the rated entity not to give                                    its consent to the disclosure of the information.                           

3.A credit rating agency shall, taking into consideration the second subparagraph of Article 8(5), publish on its website and                                    submit to ESMA on an annual basis, in accordance with point 3 of Part III of Section D of Annex I, a calendar at the end of                                    December for the following 12 months, setting a maximum of three dates for the publication of unsolicited sovereign ratings                                    and related rating outlooks and setting the dates for the publication of solicited sovereign ratings and related rating outlooks.                                    Such dates shall be set on a Friday.                           

4.Deviation of the publication of sovereign ratings or related rating outlooks from the calendar shall only be possible where                                    necessary for the credit rating agency to comply with its obligations under Article 8(2), Article 10(1) and Article 11(1)                                    and shall be accompanied by a detailed explanation of the reasons for the deviation from the announced calendar.                           

### Article 8bInformation on structured finance instruments

1.The issuer, the originator and the sponsor of a structured finance instrument established in the Union shall, on the website                                    set up by ESMA pursuant to paragraph 4, jointly publish information on the credit quality and performance of the underlying                                    assets of the structured finance instrument, the structure of the securitisation transaction, the cash flows and any collateral                                    supporting a securitisation exposure as well as any information that is necessary to conduct comprehensive and well-informed                                    stress tests on the cash flows and collateral values supporting the underlying exposures.                           

2.The obligation under paragraph 1 to publish information shall not extend to where such publication would breach national or                                    Union law governing the protection of confidentiality of information sources or the processing of personal data.                           

3.ESMA shall develop draft regulatory technical standards to specify:                           

(a)the information that the persons referred to in paragraph 1 must publish in order to comply with the obligation resulting                                    from paragraph 1 in accordance with paragraph 2;                           

(b)the frequency with which the information referred to in point (a) is to be updated;                           

(c)the presentation of the information referred to in point (a) by means of a standardised disclosure template.                           

ESMA shall submit those draft regulatory technical standards to the Commission by 21 June 2014.                           

Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in                                 accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010.                           

4.ESMA shall set up a website for the publication of the information on structured finance instruments as referred to in paragraph                                    1.                           

### Article 8cDouble credit rating of structured finance instruments

1.Where an issuer or a related third party intends to solicit a credit rating of a structured finance instrument, it shall appoint                                    at least two credit rating agencies to provide credit ratings independently of each other.                           

2.The issuer or a related third party as referred to in paragraph 1 shall ensure that the appointed credit rating agencies comply                                    with the following conditions:                           

(a)they do not belong to the same group of credit rating agencies;                           

(b)they are not a shareholder or a member of any of the other credit rating agencies;                           

(c)they do not have the right or the power to exercise voting rights in any of the other credit rating agencies;                           

(d)they do not have the right or the power to appoint or remove members of the administrative or supervisory board of any of                                    the other credit rating agencies;                           

(e)none of the members of their administrative or supervisory boards are a member of the administrative or supervisory boards                                    of any of the other credit rating agencies;                           

(f)they do not exercise, or have the power to exercise, control or a dominant influence over any of the other credit rating agencies.                           

### Article 8dUse of multiple credit rating agencies

1.Where an issuer or a related third party intends to appoint at least two credit rating agencies for the credit rating of the                                    same issuance or entity, the issuer or a related third party shall consider appointing at least one credit rating agency with                                    no more than 10 % of the total market share, which can be evaluated by the issuer or a related third party as capable of rating                                    the relevant issuance or entity, provided that, based on ESMA’s list referred to in paragraph 2, there is a credit rating                                    agency available for rating the specific issuance or entity. Where the issuer or a related third party does not appoint at                                    least one credit rating agency with no more than 10 % of the total market share, this shall be documented.                           

2.With a view to facilitating the evaluation by the issuer or a related third party under paragraph 1, ESMA shall annually publish                                    on its website a list of registered credit rating agencies, indicating their total market share and the types of credit ratings                                    issued, which can be used by the issuer as a starting point for its evaluation.                           

3.For the purposes of this Article, total market share shall be measured with reference to annual turnover generated from credit                                    rating activities and ancillary services, at group level.’;                           

in Article 10, paragraphs 1 and 2 are replaced by the following:

‘1.A credit rating agency shall disclose any credit rating or rating outlook, as well as any decision to discontinue a credit                                    rating, on a non-selective basis and in a timely manner. In the event of a decision to discontinue a credit rating, the information                                    disclosed shall include full reasons for the decision.                           

The first subparagraph shall also apply to credit ratings that are distributed by subscription.                           

2.Credit rating agencies shall ensure that credit ratings and rating outlooks are presented and processed in accordance with                                    the requirements set out in Section D of Annex I and shall not present factors other than those related to the credit ratings.                           

2a.Until disclosure to the public of credit ratings, rating outlooks and information relating thereto, they shall be deemed to                                    be inside information as defined in, and in accordance with, Directive 2003/6/EC.                           

Article 6(3) of that Directive shall apply mutatis mutandis to credit rating agencies as regards their duty of confidentiality                                 and their obligation to maintain a list of persons who have access to their credit ratings, rating outlooks or related information                                 before disclosure.                           

The list of persons to whom credit ratings, rating outlooks and information relating thereto are communicated before being                                 disclosed shall be limited to persons identified by each rated entity for that purpose.’;                           

in Article 10(5), the first subparagraph is replaced by the following:

‘5.Where a credit rating agency issues an unsolicited credit rating, it shall state prominently in the credit rating, using a                                    clearly distinguishable different colour code for the rating category, whether or not the rated entity or a related third                                    party participated in the credit rating process and whether the credit rating agency had access to the accounts, management                                    and other relevant internal documents for the rated entity or a related third party.’;                           

Article 11(2) is replaced by the following:

‘2.A registered or certified credit rating agency shall make available in a central repository established by ESMA information                                    on its historical performance data, including the ratings transition frequency, and information about credit ratings issued                                    in the past and on their changes. Such a credit rating agency shall provide information to that repository on a standard form                                    as provided for by ESMA. ESMA shall make that information accessible to the public and shall publish summary information on                                    the main developments observed on an annual basis.’;                           

the following Article is inserted:

### ‘Article 11aEuropean rating platform

1.A registered or certified credit rating agency shall, when issuing a credit rating or a rating outlook, submit to ESMA rating                                    information, including the credit rating and rating outlook of the rated instrument, information on the type of credit rating,                                    the type of rating action, and date and hour of publication.                           

2.ESMA shall publish the individual credit ratings submitted to it pursuant to paragraph 1 on a website (“European rating platform”).                           

The central repository referred to in Article 11(2) shall be incorporated in the European rating platform.                           

3.This Article shall not apply to credit ratings or rating outlooks which are exclusively produced for and disclosed to investors                                    for a fee.’;                           

in Article 14(3), the following subparagraph is added:

‘Without prejudice to the second subparagraph, the credit rating agency shall notify ESMA of the intended material changes                                 to the rating methodologies, models or key rating assumptions or the proposed new rating methodologies, models or key rating                                 assumptions when the credit rating agency publishes the proposed changes or proposed new rating methodologies on its website                                 in accordance with Article 8(5a). After the expiry of the consultation period, the credit rating agency shall notify ESMA                                 of any changes due to the consultation.’;                           

Article 18(2) is replaced by the following:

‘2.ESMA shall communicate to the Commission, EBA, EIOPA, the competent authorities and the sectoral competent authorities, any                                    decision under Article 16, 17 or 20.’;                           

Article 19(1) is replaced by the following:

‘1.ESMA shall charge credit rating agencies fees in accordance with this Regulation and with the Commission regulation referred                                    to in paragraph 2. Those fees shall fully cover ESMA’s necessary expenditure relating to the registration, certification and                                    supervision of credit rating agencies and the reimbursement of any costs that the competent authorities may incur carrying                                    out work pursuant to this Regulation, in particular as a result of any delegation of tasks in accordance with Article 30.’;                           

Article 21 is amended as follows:

paragraph 4 is amended as follows:

the introductory part is replaced by the following:

‘4.ESMA shall develop draft regulatory technical standards to specify:’;                                             

point (e) is replaced by the following:

the content and format of ratings data periodic reporting to be requested from registered and certified credit rating agencies                                                            for the purpose of ongoing supervision by ESMA.’;                                                      

the following subparagraphs are added after point (e):

‘ESMA shall submit those draft regulatory technical standards to the Commission by 21 June 2014.                                             

Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in                                                   accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010.’;                                             

the following paragraphs are inserted:

‘4a.ESMA shall develop draft regulatory technical standards to specify:                                    

(a)the content and the presentation of the information, including structure, format, method and timing of reporting that credit                                             rating agencies are to disclose to ESMA in accordance with Article 11a(1); and                                    

(b)the content and format of periodic reporting on fees charged by credit rating agencies for the purpose of ongoing supervision                                             by ESMA.                                    

ESMA shall submit those draft regulatory technical standards to the Commission by 21 June 2014.                                    

Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in                                          accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010.                                    

4b.ESMA shall report on the possibility of establishing one or more mappings of credit ratings submitted in accordance with Article                                             11a(1) and submit that report to the Commission by 21 June 2015. The report shall, in particular, assess:                                    

(a)the possibility, cost, and benefit of establishing one or more mappings;                                    

(b)how one or more mappings can be created without misrepresenting credit ratings in light of different rating methodologies;                                    

(c)any effects mappings could have on the regulatory technical standards developed to date in relation to Article 21(4a)(a) and                                             (b).                                    

ESMA shall consult EBA and EIOPA in regard to points (a) and (b) of the first subparagraph.’;                                    

paragraph 5 is replaced by the following:

‘5.ESMA shall publish an annual report on the application of this Regulation. That report shall contain, in particular, an assessment                                             of the implementation of Annex I by the credit rating agencies registered under this Regulation and an assessment of the application                                             of the endorsement mechanism referred to in Article 4(3).’;                                    

in Article 22a, the title is replaced by the following:

‘Examination of compliance with methodology requirements’;                           

Article 25a is replaced by the following:

### ‘Article 25aSectoral competent authorities responsible for the supervision and enforcement of Article 4(1) and Articles 5a, 8b, 8c and                                    8d

The sectoral competent authorities shall be responsible for the supervision and enforcement of Article 4(1) and Articles 5a,                                 8b, 8c and 8d in accordance with the relevant sectoral legislation.’;                           

the following title is inserted:

### ‘TITLE IIIAU.K.**CIVIL LIABILITY OF CREDIT RATING AGENCIES**

#### Article 35aCivil liability

1.Where a credit rating agency has committed, intentionally or with gross negligence, any of the infringements listed in Annex                                    III having an impact on a credit rating, an investor or issuer may claim damages from that credit rating agency for damage                                    caused to it due to that infringement.                           

An investor may claim damages under this Article where it establishes that it has reasonably relied, in accordance with Article                                 5a(1) or otherwise with due care, on a credit rating for a decision to invest into, hold onto or divest from a financial instrument                                 covered by that credit rating.                           

An issuer may claim damages under this Article where it establishes that it or its financial instruments are covered by that                                 credit rating and the infringement was not caused by misleading and inaccurate information provided by the issuer to the credit                                 rating agency, directly or through information publicly available.                           

2.It shall be the responsibility of the investor or issuer to present accurate and detailed information indicating that the                                    credit rating agency has committed an infringement of this Regulation, and that that infringement had an impact on the credit                                    rating issued.                           

What constitutes accurate and detailed information shall be assessed by the competent national court, taking into consideration                                 that the investor or issuer may not have access to information which is purely within the sphere of the credit rating agency.                           

3.The civil liability of credit rating agencies, as referred to in paragraph 1, shall only be limited in advance where that                                    limitation is:                           

(a)reasonable and proportionate; and                           

(b)allowed by the applicable national law in accordance with paragraph 4.                           

Any limitation that does not comply with the first subparagraph, or any exclusion of civil liability shall be deprived of                                 any legal effect.                           

4.Terms such as “damage”, “intention”, “gross negligence”, “reasonably relied”, “due care”, “impact”, “reasonable” and “proportionate”                                    which are referred to in this Article but are not defined, shall be interpreted and applied in accordance with the applicable                                    national law as determined by the relevant rules of private international law. Matters concerning the civil liability of a                                    credit rating agency which are not covered by this Regulation shall be governed by the applicable national law as determined                                    by the relevant rules of private international law. The court that is competent to decide on a claim for civil liability brought                                    by an investor or issuer shall be determined by the relevant rules of private international law.                           

5.This Article does not exclude further civil liability claims in accordance with national law.                           

6.The right of redress set out in this Article shall not prevent ESMA from fully performing its powers as laid down in Article                                    36a.’;                           

In Article 36a(2), the first subparagraph is amended as follows:

points (a) and (b) are replaced by the following:

for the infringements referred to in points 1 to 5, 11 to 15, 19, 20, 23, 26a to 26d, 28, 30, 32, 33, 35, 41, 43, 50, 51 and                                                   55 to 62 of Section I of Annex III, the fines shall amount to at least EUR 500 000 and shall not exceed EUR 750 000;                                             

for the infringements referred to in points 6, 7, 8, 16, 17, 18, 21, 22, 22a, 24, 25, 27, 29, 31, 34, 37 to 40, 42, 42a, 42b,                                                   45 to 49a, 52, 53 and 54 of Section I of Annex III, the fines shall amount to at least EUR 300 000 and shall not exceed EUR                                                   450 000;’;                                             

points (d) and (e) are replaced by the following:

for the infringements referred to in points 1, 6, 7, 8 and 9 of Section II of Annex III, the fines shall amount to at least                                                   EUR 50 000 and shall not exceed EUR 150 000;                                             

for the infringements referred to in points 2, 3a to 5 of Section II of Annex III, the fines shall amount to at least EUR                                                   25 000 and shall not exceed EUR 75 000;’;                                             

point (h) is replaced by the following:

for the infringements referred to in point 20a of Section I of Annex III, points 4 to 4c, 6, 8 and 10 of Section III of Annex                                                   III, the fines shall amount to at least EUR 90 000 and shall not exceed EUR 200 000;’;                                             

Article 39 is amended as follows:

paragraphs 1 and 3 are deleted;

the following paragraphs are added:

‘4.The Commission shall, after obtaining technical advice from ESMA, review the situation in the credit rating market for structured                                             finance instruments, in particular the credit rating market for re-securitisations. Following that review, the Commission                                             shall, by 1 July 2016, submit a report to the European Parliament and to the Council, accompanied by a legislative proposal                                             if appropriate, assessing, in particular:                                    

(a)the availability of sufficient choice in order to comply with the requirements set out in Articles 6b and 8c;                                    

(b)whether it is appropriate to shorten or extend the maximum duration of the contractual relationship referred to in Article                                             6b(1) and the minimum period before the credit rating agency may re-enter into a contract with an issuer or a related third                                             party for the issuing of credit ratings on re-securitisations referred to in Article 6b(3);                                    

(c)whether it is appropriate to amend the exemption referred to in the second subparagraph of Article 6b(2).                                    

5.The Commission shall, after obtaining technical advice from ESMA, review the situation in the credit rating market. Following                                             that review, the Commission shall, by 1 January 2016, submit a report to the European Parliament and to the Council, accompanied                                             by a legislative proposal if appropriate, assessing, in particular:                                    

(a)whether there is a need to extend the scope of the obligations referred to in Article 8b to include any other financial credit                                             products;                                    

(b)whether the requirements referred to in Articles 6, 6a and 7 have sufficiently mitigated conflicts of interest;                                    

(c)whether the scope of the rotation mechanism referred to in Article 6b should be extended to other asset classes and whether                                             it is appropriate to use differentiated lengths of periods across asset classes;                                    

(d)the appropriateness of existing and alternative remuneration models;                                    

(e)whether there is a need to implement other measures to foster competition in the credit rating market;                                    

(f)the appropriateness of additional initiatives to promote competition in the credit rating market against the background of                                             the evolution of the structure of the sector;                                    

(g)whether there is a need to propose measures to address contractual over-reliance on credit ratings;                                    

(h)the market concentration levels, the risks arising from high concentration, and the impact on the overall stability of the                                             financial sector.                                    

6.The Commission shall, at least annually, inform the European Parliament and the Council of any new equivalence decisions referred                                             to in Article 5(6) that have been adopted during the reporting period.’;                                    

Article 39a is replaced by the following:

### ‘Article 39aESMA’s staffing and resources

By 21 June 2014, ESMA shall assess its staffing and resources needs arising from the assumption of its powers and duties under                                 this Regulation and shall submit a report to the European Parliament, the Council and the Commission.’;                           

the following Article is inserted:

### ‘Article 39bReporting obligations

1.By 31 December 2015, the Commission shall submit a report to the European Parliament and to the Council on:                           

(a)the steps taken as regards the deletion of references to credit ratings which trigger or have the potential to trigger sole                                    or mechanistic reliance thereon; and                           

(b)alternative tools to enable investors to make their own credit risk assessment of issuers and of financial instruments,                           

with a view to deleting all references to credit ratings in Union law for regulatory purposes by 1 January 2020, subject to                                 appropriate alternatives being identified and implemented. ESMA shall provide technical advice to the Commission within the                                 framework of this paragraph.                           

2.Taking into consideration the situation of the market, the Commission shall, by 31 December 2014, submit a report to the European                                    Parliament and to the Council on the appropriateness of the development of a European creditworthiness assessment for sovereign                                    debt.                           

Taking into consideration the findings of the report referred to in the first subparagraph and the situation of the market,                                 the Commission shall, by 31 December 2016, submit a report to the European Parliament and to the Council, on the appropriateness                                 and feasibility of supporting a European credit rating agency dedicated to assessing the creditworthiness of Member States’                                 sovereign debt and/or a European credit rating foundation for all other credit ratings.                           

3.The Commission shall, by 31 December 2013, submit a report to the European Parliament and to the Council regarding the feasibility                                    of a network of smaller credit rating agencies in order to increase competition in the market. That report shall evaluate                                    financial and non-financial support for the creation of such a network, taking into consideration the potential conflicts                                    of interest arising from such public funding. In light of the findings of that report and following ESMA’s technical advice,                                    the Commission may re-evaluate and suggest amending Article 8d.’;                           

Annex I is amended in accordance with Annex I to this Regulation;

Annex III is amended in accordance with Annex II to this Regulation.

## Article 2U.K.Entry into force

This Regulation shall enter into force on the twentieth day following that of its publication in the *Official Journal of the European Union*.                  

Notwithstanding the first paragraph,

points 7(a), 9 and 10, point 11 in relation to Article 8d of Regulation (EC) No 1060/2009 and points 12 and 27 of Article                              1 of this Regulation shall apply from 1 June 2018 for the purposes of the assessment referred to in:                           

Article 4(3)(b) of Regulation (EC) No 1060/2009 as to whether third-country requirements are at least as stringent as the                                       requirements referred to in that point; and                                    

point (b) of the second subparagraph of Article 5(6) of Regulation (EC) No 1060/2009 as to whether credit rating agencies                                       in third countries are subject to legally binding rules which are equivalent to those referred to in that point;                                    

point 8 of Article 1 of this Regulation in relation to Article 6a(1)(a) of Regulation (EC) No 1060/2009 shall apply from 21                              June 2014 as regards any shareholder or member of a credit rating agency which on 15 November 2011 held 5 % or more of the                              capital of more than one credit rating agency;                           

point 15 of Article 1 shall apply from 21 June 2015.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Strasbourg, 21 May 2013.

*For the European Parliament*                            

*The President*                            

M. Schulz                            

*For the Council*                            

*The President*                            

L. Creighton                            

## ANNEX IU.K.

Annex I to Regulation (EC) No 1060/2009 is amended as follows:

Section B is amended as follows:

point 1 is replaced by the following:

A credit rating agency shall identify, eliminate, or manage and disclose, clearly and prominently, any actual or potential                                                   conflicts of interest that may influence the analyses and judgments of its rating analysts, employees, or any other natural                                                   person whose services are placed at the disposal or under the control of the credit rating agency and who are directly involved                                                   in credit rating activities and persons approving credit ratings and rating outlooks.’;                                             

point 3 is amended as follows:

in the first subparagraph, the introductory part is replaced by the following:

A credit rating agency shall not issue a credit rating or a rating outlook in any of the following circumstances, or shall,                                                            in the case of an existing credit rating or rating outlook, immediately disclose where the credit rating or rating outlook                                                            is potentially affected by the following:’;                                                      

the following point is inserted after point (a):

a shareholder or member of a credit rating agency holding 10 % or more of either the capital or the voting rights of that                                                            credit rating agency or being otherwise in a position to exercise significant influence on the business activities of the                                                            credit rating agency, holds 10 % or more of either the capital or the voting rights of the rated entity or of a related third                                                            party, or of any other ownership interest in that rated entity or third party, excluding holdings in diversified collective                                                            investment schemes and managed funds such as pension funds or life insurance, which do not put him in a position to exercise                                                            significant influence on the business activities of the scheme;’;                                                      

the following point is inserted after point (b):

the credit rating is issued with respect to a rated entity or a related third party which holds 10 % or more of either the                                                            capital or the voting rights of that credit rating agency;’;                                                      

the following point is inserted after point (c):

a shareholder or member of a credit rating agency holding 10 % or more of either the capital or the voting rights of that                                                            credit rating agency or being otherwise in a position to exercise significant influence on the business activities of the                                                            credit rating agency, is a member of the administrative or supervisory board of the rated entity or a related third party;’;                                                      

the second subparagraph is replaced by the following:

‘A credit rating agency shall also immediately assess whether there are grounds for re-rating or withdrawing the existing credit                                                   rating or rating outlook.’;                                             

the following points are inserted:

A credit rating agency shall disclose where an existing credit rating or rating outlook is potentially affected by either                                                   of the following:                                             

a shareholder or member of a credit rating agency holding 5 % or more of either the capital or the voting rights of that credit                                                            rating agency or being otherwise in a position to exercise significant influence on the business activities of the credit                                                            rating agency, holds 5 % or more of either the capital or the voting rights of the rated entity or of a related third party,                                                            or of any other ownership interest in that rated entity or third party. This excludes holdings in diversified collective investment                                                            schemes and managed funds such as pension funds or life insurance, which do not put him in a position to exercise significant                                                            influence on the business activities of the scheme;                                                      

a shareholder or member of a credit rating agency holding 5 % or more of either the capital or the voting rights of that credit                                                            rating agency or being otherwise in a position to exercise significant influence on the business activities of the credit                                                            rating agency, is a member of the administrative or supervisory board of the rated entity or a related third party.                                                      

Provided that the information is known or should be known by the credit rating agency, the obligations in point 3(aa), (ba)                                                   and (ca) and point 3a shall also relate to:                                             

indirect shareholders covered by Article 10 of Directive 2004/109/EC; and                                                      

companies that control or exercise a dominant influence, directly or indirectly, on the credit rating agency, and which are                                                            covered by Article 10 of Directive 2004/109/EC.                                                      

A credit rating agency shall ensure that fees charged to its clients for the provision of credit rating and ancillary services                                                   are not discriminatory and are based on actual costs. Fees charged for credit rating services shall not depend on the level                                                   of the credit rating issued by the credit rating agency or on any other result or outcome of the work performed.’;                                             

in point 4, the first subparagraph is replaced by the following:

Neither a credit rating agency nor any person holding, directly or indirectly, at least 5 % of either the capital or voting                                                   rights of the credit rating agency or being otherwise in a position to exercise significant influence on the business activities                                                   of the credit rating agency shall provide consultancy or advisory services to the rated entity or a related third party regarding                                                   the corporate or legal structure, assets, liabilities or activities of that rated entity or related third party.’;                                             

point 7 is amended as follows:

point (a) is replaced by the following:

for each credit rating and rating outlook decision, the identity of the rating analysts participating in the determination                                                            of the credit rating or rating outlook, the identity of the persons who have approved the credit rating or rating outlook,                                                            information as to whether the credit rating was solicited or unsolicited, and the date on which the credit rating action was                                                            taken;’;                                                      

point (d) is replaced by the following:

the records documenting the established procedures and rating methodologies used by the credit rating agency to determine                                                            credit ratings and rating outlooks;’;                                                      

point (e) is replaced by the following:

the internal records and files, including non-public information and work papers, used to form the basis of any credit rating                                                            and rating outlook decision taken;’;                                                      

Section C is amended as follows:

in point 2, the introductory part is replaced by the following:

No person referred to in point 1 shall participate in or otherwise influence the determination of a credit rating or rating                                                   outlook of any particular rated entity if that person:’;                                             

in point 3, point (b) is replaced by the following:

do not disclose any information about credit ratings, possible future credit ratings or rating outlooks of the credit rating                                                   agency, except to the rated entity or a related third party;’;                                             

point 7 is replaced by the following:

A person referred to in point 1 shall not take up a key management position with the rated entity or a related third party                                                   within six months of the issuing of a credit rating or rating outlook.’;                                             

point 8 is replaced by the following:

For the purposes of Article 7(4):                                             

credit rating agencies shall ensure that the lead rating analysts shall not be involved in credit rating activities related                                                            to the same rated entity or a related third party for a period exceeding four years;                                                      

credit rating agencies other than those appointed by an issuer or a related third party and all credit rating agencies issuing                                                            sovereign ratings shall ensure that:                                                      

the rating analysts shall not be involved in credit rating activities related to the same rated entity or a related third                                                                     party for a period exceeding five years;                                                               

the persons approving credit ratings shall not be involved in credit rating activities related to the same rated entity or                                                                     a related third party for a period exceeding seven years.                                                               

The persons referred to in points (a) and (b) of the first subparagraph shall not be involved in credit rating activities                                                   related to the rated entity or a related third party referred to in those points within two years of end of the periods set                                                   out in those points.’;                                             

the title of Section D is replaced by the following:

### ‘Rules on the presentation of credit ratings and rating outlooks’;

Part I of Section D is amended as follows:

point 1 is replaced by the following:

A credit rating agency shall ensure that any credit rating and rating outlook states clearly and prominently the name and                                                   job title of the lead rating analyst in a given credit rating activity and the name and position of the person primarily responsible                                                   for approving the credit rating or rating outlook.’;                                             

point 2 is amended as follows:

point (a) is replaced by the following:

all substantially material sources, including the rated entity or, where appropriate, a related third party, which were used                                                            to prepare the credit rating or rating outlook are indicated together with an indication as to whether the credit rating or                                                            rating outlook has been disclosed to that rated entity or related third party and amended following that disclosure before                                                            being issued;’;                                                      

points (d) and (e) are replaced by the following:

the date at which the credit rating was first released for distribution and when it was last updated including any rating                                                            outlooks is indicated clearly and prominently;                                                      

information is given as to whether the credit rating concerns a newly issued financial instrument and whether the credit rating                                                            agency is rating the financial instrument for the first time; and                                                      

in the case of a rating outlook, the time horizon is provided during which a change in the credit rating is expected.                                                      

When publishing credit ratings or rating outlooks, credit rating agencies shall include a reference to the historical default                                                   rates published by ESMA in a central repository in accordance with Article 11(2), together with an explanatory statement of                                                   the meaning of those default rates.’;                                             

the following point is inserted:

A credit rating agency shall accompany the disclosure of rating methodologies, models and key rating assumptions with guidance                                                   which explains assumptions, parameters, limits and uncertainties surrounding the models and rating methodologies used in credit                                                   ratings, including simulations of stress scenarios undertaken by the credit rating agency when establishing the credit ratings,                                                   credit rating information on cash-flow analysis it has performed or is relying upon and, where applicable, an indication of                                                   any expected change in the credit rating. Such guidance shall be clear and easily comprehensible.’;                                             

point 3 is replaced by the following:

The credit rating agency shall inform the rated entity during working hours of the rated entity and at least a full working                                                   day before publication of the credit rating or the rating outlook. That information shall include the principal grounds on                                                   which the credit rating or rating outlook is based in order to give the rated entity an opportunity to draw attention of the                                                   credit rating agency to any factual errors.’;                                             

the first subparagraph of point 4 is replaced by the following:

A credit rating agency shall state clearly and prominently when disclosing credit ratings or rating outlooks any attributes                                                   and limitations of the credit rating or rating outlook. In particular, a credit rating agency shall prominently state when                                                   disclosing any credit rating or rating outlook whether it considers satisfactory the quality of information available on the                                                   rated entity and to what extent it has verified information provided to it by the rated entity or a related third party. If                                                   a credit rating or a rating outlook involves a type of entity or financial instrument for which historical data is limited,                                                   the credit rating agency shall make clear, in a prominent place, such limitations.’;                                             

the first subparagraph of point 5 is replaced by the following:

When announcing a credit rating or a rating outlook, a credit rating agency shall explain in its press releases or reports                                                   the key elements underlying the credit rating or the rating outlook.’;                                             

the following point is added:

A credit rating agency shall disclose on its website, and notify ESMA on an ongoing basis, information about all entities                                                   or debt instruments submitted to it for their initial review or for preliminary rating. Such disclosure shall be made whether                                                   or not issuers contract with the credit rating agency for a final rating.’;                                             

points 3 and 4 of Part II of Section D are deleted;

in Section D, the following Part is added:

### ‘III.Additional obligations in relation to sovereign ratings

#### 1.Where a credit rating agency issues a sovereign rating or a related rating outlook, it shall simultaneously provide a detailed                                    research report explaining all the assumptions, parameters, limits and uncertainties and any other information taken into                                    account in determining that sovereign rating or rating outlook. That report shall be publicly available, clear and easily                                    comprehensible.

#### 2.A publicly available research report accompanying a change compared to the previous sovereign rating or related rating outlook                                    shall include at least the following:

a detailed evaluation of the changes to the quantitative assumption justifying the reasons for the rating change and their                                          relative weight. The detailed evaluation should include a description of the following: per capita income, GDP Growth, inflation,                                          fiscal balance, external balance, external debt, an indicator for economic development, an indicator for default and any other                                          relevant factor taken into account. This should be complemented with the relative weight of each factor;                                    

a detailed evaluation of the changes to the qualitative assumption justifying the reasons for the rating change and their                                          relative weight;                                    

a detailed description of the risks, limits and uncertainties related to the rating change; and                                    

a summary of minutes of the meeting of the rating committee that decided on the rating change.                                    

#### 3.Without prejudice to point 3 of Part I of Section D of Annex I, where a credit rating agency issues sovereign ratings or related                                    rating outlooks, it shall publish them in accordance with Article 8a, after the close of business hours of regulated markets                                    and at least one hour before their opening.

#### 4.Without prejudice to point 5 of Part I of Section D of Annex I, in accordance with which, when announcing a credit rating,                                    a credit rating agency is to explain in its press releases or reports the key elements underlying the credit rating and although                                    national policies may serve as an element underlying a sovereign rating, policy recommendations, prescriptions or guidelines                                    to rated entities, including States or regional or local authorities of States, shall not be part of sovereign ratings or                                    rating outlooks.’;

in Part I of Section E, point 3 is replaced by the following:

the policy of the credit rating agency concerning the publication of credit ratings and other related communications including                                          rating outlooks;’;                                    

in the first subparagraph of point 2 of Part II of Section E, point (a) is replaced by the following:

list of fees charged to each client for individual credit ratings and any ancillary services;                                    

its pricing policy, including the fees structure and pricing criteria in relation to credit ratings for different asset classes;’;                                    

Part III of Section E is amended as follows:

point 3 is replaced by the following:

statistics on the allocation of its staff to new credit ratings, credit rating reviews, methodology or model appraisal and                                                   senior management, and on the allocation of staff to rating activities with regard to the different asset classes (corporate                                                   — structured finance — sovereign);’;                                             

point 7 is replaced by the following:

financial information on the revenue of the credit rating agency, including total turnover, divided into fees from credit                                                   rating and ancillary services with a comprehensive description of each, including the revenues generated from ancillary services                                                   provided to clients of credit rating services and the allocation of fees to credit ratings of different asset classes. Information                                                   on total turnover shall also include a geographical allocation of that turnover to revenues generated in the Union and revenues                                                   worldwide;’.                                             

## ANNEX IIU.K.

Annex III to Regulation (EC) No 1060/2009 is amended as follows:

Section I is amended as follows:

points 19 to 22 are replaced by the following:

The credit rating agency infringes Article 6(2), in conjunction with point 1 of Section B of Annex I, by not identifying,                                                   eliminating, or managing and disclosing, clearly or prominently, any actual or potential conflicts of interest that may influence                                                   the analyses or judgments of its rating analysts, employees, or any other natural person whose services are placed at the                                                   disposal or under the control of the credit rating agency and who are directly involved in credit rating activities or persons                                                   approving credit ratings and rating outlooks.                                             

The credit rating agency infringes Article 6(2), in conjunction with the first paragraph of point 3 of Section B of Annex                                                   I, by issuing a credit rating or rating outlook in any of the circumstances set out in the first paragraph of that point or,                                                   in the case of an existing credit rating or rating outlook, by not disclosing immediately that the credit rating or rating                                                   outlook is potentially affected by those circumstances.                                             

The credit rating agency infringes Article 6(2), in conjunction with point 3a of Section B of Annex I, by not disclosing that                                                   an existing credit rating or rating outlook is potentially affected by any of the circumstances set out in letters (a) and                                                   (b) of that point.                                             

The credit rating agency infringes Article 6(2), in conjunction with the second paragraph of point 3 of Section B of Annex                                                   I, by not immediately assessing whether there are grounds for re-rating or withdrawing an existing credit rating or rating                                                   outlook.                                             

The credit rating agency infringes Article 6(2), in conjunction with the first paragraph of point 4 of Section B of Annex                                                   I, by rating entities where the credit rating agency itself or any person holding, directly or indirectly, at least 5 % of                                                   either the capital or the voting rights of the credit rating agency, or being otherwise in a position to exercise significant                                                   influence on the business activities of the credit rating agency, provides consultancy or advisory services to that rated                                                   entity or a related third party regarding the corporate or legal structure, assets, liabilities or activities of that rated                                                   entity or related third party.’;                                             

the following point is inserted:

The credit rating agency infringes Article 6a(1) when one of its shareholders or members holding at least 5 % of the capital                                                   or the voting rights in that credit rating agency or in a company which has the power to exercise control or a dominant influence                                                   over that credit rating agency, is in breach of one of the prohibitions set out in points (a) to (e) of that paragraph, with                                                   the exception of that set out in point (a) for holdings in diversified collective investment schemes, including managed funds                                                   such as pension funds or life insurance, provided that the holdings in such schemes do not put the shareholder or member of                                                   a credit rating agency in a position to exercise significant influence on the business activities of those schemes.’;                                             

the following points are inserted:

The credit rating agency which entered into a contract for the issuing of credit ratings on re-securitisations infringes Article                                                   6b(1) by issuing credit ratings on new re-securitisations with underlying assets from the same originator for a period exceeding                                                   four years.                                             

The credit rating agency which entered into a contract for the issuing of credit ratings on re-securitisations infringes Article                                                   6b(3) by entering into a new contract for the issuing of credit ratings on re-securitisations with underlying assets from                                                   the same originator for a period equal to the duration of the expired contract referred to in paragraphs1 and 2 of Article                                                   6b but not exceeding four years.’;                                             

point 33 is replaced by the following:

The credit rating agency infringes Article 7(3), in conjunction with point 2 of Section C of Annex I, by not ensuring that                                                   a person referred to in point 1 of that Section does not participate in or otherwise influence the determination of a credit                                                   rating or rating outlook as set out in point 2 of that Section.’;                                             

point 36 is replaced by the following:

The credit rating agency infringes Article 7(3), in conjunction with point 7 of Section C of Annex I, by not ensuring that                                                   a person referred to in point 1 of that Section does not take up a key management position with the rated entity or a related                                                   third party within six months of the issuing of a credit rating or rating outlook.’;                                             

points 38, 39 and 40 are replaced by the following:

The credit rating agency infringes Article 7(4), in conjunction with point (i) of point (b) of the first paragraph of point                                                   8 Section C of Annex I, by not ensuring that, where it provides unsolicited credit ratings or sovereign ratings, a rating                                                   analyst is not involved in credit rating activities related to the same rated entity or a related third party for a period                                                   exceeding five years.                                             

The credit rating agency infringes Article 7(4), in conjunction with point (ii) of point (b) of the first paragraph of point                                                   8 of Section C of Annex I, by not ensuring that, where it provides unsolicited credit ratings or sovereign ratings, a person                                                   approving credit ratings is not involved in credit rating activities related to the same rated entity or a related third party                                                   for a period exceeding seven years.                                             

The credit rating agency infringes Article 7(4), in conjunction with the second paragraph of point 8 of Section C of Annex                                                   I, by not ensuring that a person referred to in points (a) and (b) of the first paragraph of that point is not involved in                                                   credit rating activities related to the rated entity or a related third party referred to in those points within two years                                                   of the end of the periods set out in those points.’;                                             

point 42 is replaced by the following:

The credit rating agency infringes Article 8(2) by not adopting, implementing or enforcing adequate measures to ensure that                                                   the credit ratings and rating outlooks it issues are based on a thorough analysis of all the information that is available                                                   to it and that is relevant to its analysis according to the applicable rating methodologies.’;                                             

the following points are inserted:

The credit rating agency infringes Article 8(2) by using information falling outside the scope of Article 8(2).                                             

The credit rating agency infringes Article 8(2a) by issuing changes in credit ratings that do not comply with its published                                                   rating methodologies.’;                                             

point 46 is replaced by the following:

The credit rating agency infringes the first sentence of the first subparagraph of Article 8(5) by not monitoring its credit                                                   ratings other than sovereign ratings or by not reviewing its credit ratings other than sovereign ratings or rating methodologies                                                   on an ongoing basis or at least annually.’;                                             

the following point is inserted:

The credit rating agency infringes the second subparagraph of Article 8(5), in conjunction with the first sentence of the                                                   first subparagraph of Article 8(5), by not monitoring its sovereign ratings or by not reviewing its sovereign ratings on an                                                   ongoing basis or at least every six months.’;                                             

the following point is inserted:

The credit rating agency infringes point (c) of Article 8(6), in conjunction with point (c) of Article 8(7), by not re-rating                                                   a credit rating where errors in the rating methodologies or in their application affect that credit rating.’;                                             

the following points are added:

The credit rating agency infringes Article 8a(3) by not publishing on its website, or by not submitting to ESMA on an annual                                                   basis, in accordance with point 3 of Part III of Section D of Annex I, a calendar at the end of December for the following                                                   12 months, setting a maximum of three dates that fall on a Friday for the publication of unsolicited sovereign ratings and                                                   related rating outlooks and setting dates that fall on a Friday for the publication of solicited sovereign ratings and related                                                   rating outlooks.                                             

The credit rating agency infringes Article 8a(4) by deviating from the announced calendar where this is not necessary to fulfil                                                   its obligations under Article 8(2), Article 10(1) or Article 11(1) or by not providing a detailed explanation of the reasons                                                   for the deviation from the announced calendar.                                             

The credit rating agency infringes Article 10(2), in conjunction with point 3 of Part III of Section D of Annex I, by publishing                                                   a sovereign rating or a related rating outlook during business hours of regulated markets or less than one hour before their                                                   opening.                                             

The credit rating agency infringes Article 10(2), in conjunction with point 4 of Part III of Section D of Annex I, by including                                                   policy recommendations, prescriptions or guidelines to rated entities, including States or regional or local authorities of                                                   States, as part of a sovereign rating or a related rating outlook.                                             

The credit rating agency infringes Article 8a(2) by basing its public communications relating to changes in sovereign ratings,                                                   and which are not credit ratings, rating outlooks or accompanying press releases, as referred to in point 5 of Part I of Section                                                   D of Annex I, on information within the sphere of the rated entity, where such information has been disclosed without the                                                   consent of the rated entity, unless it is available from generally accessible sources or unless there are no legitimate reasons                                                   for the rated entity not to give its consent to the disclosure of the information.                                             

The credit rating agency infringes Article 8a(1) by not issuing individual publicly available country reports when announcing                                                   the revision of a given group of countries.                                             

The credit rating agency infringes point 1 of Part III of Section D of Annex I by issuing a sovereign rating or a related                                                   rating outlook without simultaneously providing a detailed research report explaining all the assumptions, parameters, limits                                                   and uncertainties and any other information taken into account in determining that sovereign rating or rating outlook or by                                                   not making that report publicly available, clear and easily comprehensible.                                             

The credit rating agency infringes point 2 of Part III of Section D of Annex I by not issuing a publicly available research                                                   report accompanying a change compared to the previous sovereign rating or related rating outlook or by not including in that                                                   report at least the information referred to in point 2(a) to (d) of Part III of Section D of Annex I.’;                                             

Section II is amended as follows:

the following points are inserted:

The credit rating agency infringes the third subparagraph of Article 14(3) by not notifying ESMA of the intended material                                                   changes to the existing rating methodologies, models or key rating assumptions or of the proposed new rating methodologies,                                                   models or key rating assumptions when it publishes the rating methodologies on its website in accordance with Article 8(5a).                                             

The credit rating agency infringes the first subparagraph of Article 8(5a) by not publishing on its website the proposed new                                                   rating methodologies or the proposed material changes to the rating methodologies that could have an impact on a credit rating                                                   together with an explanation of the reasons for and the implications of the changes.                                             

The credit rating agency infringes point (a) of Article 8(7) by not notifying ESMA of discovered errors in its rating methodologies                                                   or in their application or by not explaining their impact on its credit ratings, including the need to review its issued credit                                                   ratings.’;                                             

the following point is inserted:

The credit rating agency infringes Article 11a(1) by not making available the required information or by not providing that                                                   information in the required format as referred to in that paragraph.’;                                             

point 7 is replaced by the following:

The credit rating agency infringes Article 23b(1) by failing to provide information in response to a decision requiring information                                                   pursuant to Article 23b(3), or by providing incorrect or misleading information in response to a simple request for information                                                   or a decision.’;                                             

point 8 is replaced by the following:

The credit rating agency infringes point (c) of Article 23c(1) by failing to provide an explanation, or by providing an incorrect                                                   or misleading explanation, on facts or documents related to to the subject matter and purpose of an inspection.’;                                             

Section III is amended as follows:

the following points are inserted:

The credit rating agency infringes point (aa) of Article 8(6), where it intends to use new rating methodologies, by not informing                                                   ESMA or by not publishing immediately on its website the results of the consultation and those new rating methodologies together                                                   with a detailed explanation thereof and their date of application.                                             

The credit rating agency infringes point (a) of Article 8(7) by not notifying affected rated entities of discovered errors                                                   in its rating methodologies or in their application,or by not explaining the impact on its credit ratings, including the need                                                   to review its issued credit ratings.                                             

The credit rating agency infringes point (b) of Article 8(7) by not publishing on its website discovered errors in its rating                                                   methodologies or in their application where such errors have an impact on the credit rating agency’s credit ratings.’;                                             

points 6 and 7 are replaced by the following:

The credit rating agency infringes Article 10(2), in conjunction with point 1 or 2, the first paragraph of point 4 or points                                                   5 or 6, of Part I of Section D of Annex I, or Parts II or III of Section D of Annex I, by not providing the information as                                                   required by those provisions when presenting a credit rating or a rating outlook.                                             

The credit rating agency infringes Article 10(2), in conjunction with point 3 of Part I of Section D of Annex I, by not informing                                                   the rated entity during working hours of the rated entity and at least a full working day before publication of the credit                                                   rating or the rating outlook.’.                                             

1

OJ C 167, 13.6.2012, p. 2.                           

2

OJ C 181, 21.6.2012, p. 68.                           

3

Position of the European Parliament of 16 January 2013 (not yet published in the Official Journal) and decision of the Council                              of 13 May 2013.                           

4

OJ L 302, 17.11.2009, p. 1.                           

5

OJ L 145, 31.5.2011, p. 30.                           

6

OJ L 331, 15.12.2010, p. 84.                           

7

OJ C 380 E, 11.12.2012, p. 24.                           

8

OJ L 331, 15.12.2010, p. 12.                           

9

OJ L 331, 15.12.2010, p. 48.                           

10

OJ L 390, 31.12.2004, p. 38.                           

11

OJ L 177, 30.6.2006, p. 1.                           

12

OJ L 177, 30.6.2006, p. 201.                           

13

OJ L 96, 12.4.2003, p. 16.                           

14

OJ L 8, 12.1.2001, p. 1.                           

15

OJ C 139, 15.5.2012, p. 6.                           

16

OJ L 335, 17.12.2009, p. 1.                           

17

OJ L 302, 17.11.2009, p. 32.                           

18

OJ L 174, 1.7.2011, p. 1.                           

19

OJ L 201, 27.7.2012, p. 1.’;                           

20

OJ L 309, 25.11.2005, p. 15.’;                           

21

OJ L 331, 15.12.2010, p. 84.’;                           

22

OJ L 331, 15.12.2010, p. 12.                           

23

OJ L 331, 15.12.2010, p. 48.                           

24

OJ L 331, 15.12.2010, p. 1.’;