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COMMISSION OF THE EUROPEAN COMVIUNITIES 
P'-;:,*-'^iE^ C0M(94) 170 final - COD 468 
Brussels, 02.05.1994 
AMENDED PROPOSAL FOR A EUROPEAN PARLIAMENT AND COUNCIL 
DIRECTIVE 
AMENDING DIRECTIVES 77/780/EEC AND 89/646/EEC IN THE FIELD OF 
CREDIT INSTITUTIONS, 73/239/EEC AND 92/49/EEC IN THE FIELD OF 
NON-LIFE INSURANCE, 79/267/EEC AND 92/96/EEC IN THE FIELD OF 
LIFE ASSURANCE, AND 93/22/EEC IN THE FIELD OF INVESTMENT FIRMS 
IN ORDER TO REINFORCE PRUDENTIAL SUPERVISION 
(presented by the Commission pursuant to Article 189 A (2) 
of the EC-Treaty) 
EXPLANATORY MEMORANDUM 
I. GENERAL CONSIDERATIONS 
1. 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. 
2. 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. 
3. Parliament adopted a legislative resolution embodying its opinion on the 
Commission proposal for a Directive at its sitting on 9 March 1994.3 
Parliament's opinion includes the amendment considered below. 
4. The amended proposal has been drafted to take account of the results of the 
consultations with both institutions. It also includes certain amendments resulting 
from the Treaty on European Union, in particular the new Article 189b inserted in 
the EC Treaty (co-decision procedure). 
1 OJC 229,25.8.1993, p. 10. 
2 OJC 52, 19.2.1994, p. 15. 
3 PE 180.578 - Minutes of the sitting of 9 March 1994. 
II. COMMENTS ON PARLIAMENT'S PROPOSED AMENDMENT 
Parliament suggests an amendment to the initial proposal. As the purpose of this 
amendment is to align the wording of Article 3, which requires the central 
administration and the registered office of a financial undertaking to be in the same 
Member State, on Article 58 of the Treaty, it is perfectly acceptable. At the sitting in 
March, the Commission representative approved it without reservation. 
Moreover, in line with the opinion of the Economic and Social Committee, the 
Commission agreed to delete the penultimate recital (the fifteenth) from its proposal. 
The fifteenth recital referred to the desirability of entrusting to a single external auditor 
the organization and coordination of the separate audits of group accounts; it can be 
dispensed with since, as the Economic and Social Committee points out in its opinion, it 
could favour large international accounting firms if it were ever to become an article in 
a directive. 
Amended proposal for a European Parliament and Council Directive amending 
Directives 77/780/EEC and 89/646/EEC in the field of credit institutions, 
73/239/EEC and 92/49/EEC in the field of non-life insurance, 79/267/EEC and 
92/96/EEC in the field of life assurance, and 93/22/EEC in the field of investment 
firms in order to reinforce prudential supervision 
INITIAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, THE EUROPEAN PARLIAMENT AND 
THE COUNCIL OF THE EUROPEAN 
UNION. 
Having regard to the Treaty establishing 
the European Economic Community, and 
in particular the first and third sentences 
of Article 57(2) thereof, Having regard to the Treaty establishing 
the European Community, and in 
particular the first and third sentences of 
Article 57(2) thereof, 
Having regard to the proposal from the unchanged 
Commission, 
In cooperation with the European deleted 
Parliament, 
Having regard to the opinion of the unchanged 
Economic and Social Committee, 
Recital 15 
Whereas in the case of a credit institution, 
insurance undertaking or investment firm 
with branches operating in more than one 
country, or which is part of a group of 
credit institutions, insurance undertakings 
or investment firms which is established 
in more than one country, it is desirable 
to have a single auditor for the 
organization and coordination of separate 
audits wherever possible; whereas 
however it is not appropriate to lay this 
down as an obligation in this Directive; 
HAS ADOPTED THIS DIRECTIVE: deleted 
HAVE ADOPTED THIS DIRECTIVE: 
Article 3 
Head office and Registered office Article 3 
Central administration and Registered 
office 
To Article 3(2) of Directive 77/780/EEC unchanged 
and to Article 6(a) of Directive 
79/239/EEC, as amended by Directive 
92/49/EEC, and to Article 6(a) of 
Directive 79/267/EEC, as amended by 
Directive 92/96/EEC, the following 
indent shall be added which reads: 
the head office of the financial 
undertaking must be in the same 
Member State as its registered office 
and that in which the authorization is 
being requested. 
Signatures 
Done at Brussels, 
For the Council, 
The President — the central administration (where the 
most important decision-making 
bodies are established) of the financial 
undertaking must be in the same 
Member State as its registered office 
and that in which the authorization is 
being requested. 
Signatures 
Done at Brussels, 
For the European Parliament. 
The President 
For the Council, 
The President 
ISSN 0254-1475 
COM (94) 170 final 
DOCUMENTS 
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ISBN 92-77-68076-8 
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