COMMISSION OF THE EUROPEAN COMMUNITIES 
COM(94) 549 final - COD 468 
Brussels, 29.11.1994 
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pursuant to Article 189b(2) (d) of the EC Treaty 
on the European Parliament's amendments 
to the Council common position regarding the 
proposal for a 
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE AMENDING 
DIRECTIVES 77/780/EEC AND 89/646/EEC IN THE FIELD OF 
CREDIT INSTITUTIONS, DIRECTIVES 73/239/EEC AND 92/49/EEC 
IN THE FIELD OF NON-LIFE INSURANCE, DIRECTIVES 79/267/EEC 
AND 92/96/EEC IN THE FIELD OF LIFE ASSURANCE, DIRECTIVE 
93/22/EEC IN THE FIELD OF INVESTMENT FIRMS AND DIRECTIVE 
85/611/EEC IN THE FIELD OF UNDERTAKINGS FOR COLLECTIVE 
INVESTMENT IN TRANSFERABLE SECURITIES (UCITS), WITH 
A VIEW TO REINFORCING PRUDENTIAL SUPERVISION 
AMENDING THE PROPOSAL OF THE COMMISSION 
pursuant to Article 189 a (2) of the EC Treaty 
OPINION OF THE COMMISSION 
pursuant to Article 189b(2) (d) of the EC Treaty 
on the European Parliament's amendments 
to the Council common position regarding the 
proposal for a 
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE AMENDING 
DIRECTIVES 77/780/EEC AND 89/646/EEC IN THE FIELD OF 
CREDIT INSTITUTIONS, DIRECTIVES 73/239/EEC AND 92/49/EEC 
IN THE FIELD OF NON-LIFE INSURANCE, DIRECTIVES 79/267/EEC 
AND 92/96/EEC IN THE FIELD OF LIFE ASSURANCE, DIRECTIVE 
93/22/EEC IN THE FIELD OF INVESTMENT FIRMS AND DIRECTIVE 
85/611/EEC IN THE FIELD OF UNDERTAKINGS FOR COLLECTIVE 
INVESTMENT IN TRANSFERABLE SECURITIES (UCITS), WITH 
A VIEW TO REINFORCING PRUDENTIAL SUPERVISION 
1. STAGE REACHED IN THE PROCEDURE 
(a) On 28 July 1993 the Commission adopted a proposal for a Directive* amending 
Directives 77/780/EEC and 89/646/EEC (on credit institutions), 73/239/EEC and 
92/49/EEC (on non-life insurance), 79/267/EEC and 92/96/EEC (on life 
assurance) and 93/22/EEC (on investment firms). The proposal was sent to the 
Council by letter of the same date. 
The Council immediately sent copies of the proposal to Parliament and the 
Economic and Social Committee. It began consideration of the proposal on 
9 September. 
(b) At its 311th plenary session in Brussels on 21 December 1993, the Economic and 
Social Committee unanimously adopted an opinion on the proposal for a 
Directive,^ approving the principle but requesting certain amendments. 
(c) Parliament adopted a legislative resolution embodying its opinion on the 
Commission proposal for a Directive at its sitting on 9 March 1994.3 
1 OJ No C 229,25.8.1993, p. 10. 
2 OJNoC52, 19.2.1994, p. 15. 
3 EP 180.578 - Record of the sitting on 9 March 1994 
(d) On 2 May 1994 the Commission adopted and transmitted to the Council an 
amended proposal^ worded in such a way as to take account of the consultations 
with Parliament and the Economic and Social Committee. 
(e) On 6 June 1994 the Council adopted a common position^ which also concerns 
Directive 85/611/EEC on undertakings for collective investment in transferable 
securities (UCITS). 
(f) On 26 October 1994 the European Parliament has adopted unanimously two 
amendments to the common position. 
In accordance with the procedure described in Article 189b(2)(d) of the Treaty, the 
Commission has to deliver an opinion on these amendments. 
2. POSITION TAKEN BY THE COMMISSION REPRESENTATIVE AT 
THE PLENARY SITTING 
The European Parliament proposes two amendments to the text of the common position 
of the Council. The Commission's representative rejected one of these in the plenary 
session because it threatened a question of principle and risked reopening the 
compromise which constituted the common position. According to the terms of Article 
189b, 3rd paragraph of the Treaty, the Council cannot approve this amendment except 
unanimously. 
3. THE COMMISSION'S OPINION ON THE AMENDMENTS VOTED BY 
THE EUROPEAN PARLIAMENT 
A. Amendment accepted by the Commission 
Amendment n° 1 
This amendment aims to classify Article 3 in respect of the place of 
establishment of the central administration and the registered office of a 
financial institution in the same Member State, by adding "offices of the 
principal organs of the company" each time the expression "central 
administration" is used. 
The Commission accepts this addition 
4 Document COM(94) 170 final - COD 468. 
5 Document 6497/97 EF 18 SURE 2 CODEC 19. 
B. Amendment receiving the Commission's negative opinion 
Amendment n° 2 
This amendment, relating to Article 5 which deals with informing the 
competent authorities by the external auditors to the financial institution, has 
two paragraphs. The first aims to include the text of the Commission's initial 
proposal, whilst the second adds a clause aiming to avoid that the external 
auditors responsibility is compromised, for violation of professional secrecy, 
which they have informed the competent authorities in good faith. 
The Commission believes, on the one hand, that the text of the common 
position is more precise than this first paragraph and therefore enables the 
direct insertion of new provisions into the key directives to be modified and 
on the other hand, the clause excluding responsibility is inappropriate 
because the investigation of such facts descends from normal function of 
external auditors. 
The Commission therefore submits a negative opinion on this 
amendment. 
-4-
Amended proposal for a 
EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE AMENDING 
DIRECTIVES 77/780/EEC AND 89/646/EEC IN THE FIELD OF 
CREDIT INSTITUTIONS, DIRECTIVES 73/239/EEC AND 92/49/EEC 
IN THE FIELD OF NON-LIFE INSURANCE, DIRECTIVES 79/267/EEC 
AND 92/96/EEC IN THE FIELD OF LIFE ASSURANCE, DIRECTIVE 
93/22/EEC IN THE FIELD OF INVESTMENT FIRMS AND DIRECTIVE 
85/611/EEC IN THE FIELD OF UNDERTAKINGS FOR COLLECTIVE 
INVESTMENT IN TRANSFERABLE SECURITIES (UCITS), WITH 
A VIEW TO REINFORCING PRUDENTIAL SUPERVISION 
(presented by the Commission pursuant to Article 189 (2) of the EC-Treaty) 
s 
Common ^position of the Council Amendments 
(Amendment 1) 
ARTICLE 3 
1. The following paragraph shall be 
inserted in Article 8 of Directive 
73/239/EEC and in Article 8 of 
Directive 79/267/EEC: 
"1a. Member States shall require 
that the head offices of insurance 
undertakings be situated in the same 
Member State as their registered 
offices." 1. The following paragraph shall be 
inserted in Article 8*^>f Directive 
73/239/EEC and in Article 8 of 
Directive 79/267/EEC: 
"1a. Member States shall require 
that the head offices of insurance 
undertakings (where the undertaking's 
governing bodies are established) be 
situated in the same Member State as 
their registered offices." 
2. The following paragraph shall be 
inserted in Article 3 of Directive 
77/780/EEC: 2. The following paragraph shall be 
inserted in Article 3 of Directive 
77/780/EEC: 
"2a. Each Member State shall require 
that: "2a. Each Member State shall require 
that : 
any credit institution which is a 
legal person and which, under its 
national law, has a registered 
office have its head office in 
the same Member State as its 
registered office; 
any other credit institution have 
its head office in the Member 
State which issued its 
authorization and in which it 
actually carries on its 
business." any credit institution which is a 
legal person and which, under its 
national law, has a registered 
office have its head office 
(where the undertaking's 
governing bodies are established) 
in the same Member State as its 
registered office; 
any other credit institution have 
its head office (where the 
undertaking's governing bodies 
are established) in the Member 
State which issued its 
authorization and in which it 
actually carries on its 
business." 
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