Amended proposal for a EUROPEAN PARLIAMENT AND COUNCIL DIRECTIVE amending Council Directive 93/6/EEC of 15 March 1993 on the capital adequacy of investment firms and credit institutions and Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field
Date: 1996-06-20
Institutions: European Commission
Subjects: committee (EU), credit institution, exchange of information, financial solvency, securities

COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels,  20.06.1996 
COM(96) 292  final 

95/0188  (COD) 

Amended  proposal  for  a 

EUROPEAN  PARLIAMENT  AND  COUNCIL  DIRECTIVE 

amending Council Directive 93/6/EEC  of 15 March 1993 on the capital adequacy of 
investment firms and credit institutions  and Council Directive 93/22/EEC of 10 May 

1993 on investment services in the securities  field 

(presented  by  the  Commission  pursuant  to  Article  189 a (2) 
of  the  EC-Treaty) 

EXPLANATORY  MEMORANDUM 

On  9  May  1996  the  European  Parliament  approved  on  first  reading  the  proposal  for  a 
directive setting up the Securities Committee1. 

The European  Parliament  voted  in favour  of four  amendments.  Three of these  amendments 
were  concerned  with  changing  the  committee  procedure  from  procedure  III  variant  (a)  to 
procedure II variant (b) as set out in the relevant Council Decision2. 

The other amendment  added a recital referring  to an agreement  ("modus  vivendi")3 between 
the  European  Parliament,  the  Council  and  the  Commission  concerning  the  implementing 

measures for  acts adopted in accordance with the procedure laid down in article  189b of the 

EC Treaty. 

The  Commission  indicated  to  Parliament  that  it  could  accept  the  addition  of  the  recital 
relating  to  the  "modus  vivendi".  However  it  stated  that  it  could  not  accept  the  proposed 
change in committee procedure, and therefore rejected the three amendments in question. 

The  aim  of this  amended  proposal  is therefore  to  add the  relevant  recital  to the  text  of  the 

original proposal. The recital which has been so added is underlined. 

1 

Proposal  for  a  European  Parliament  and  Council  Directive  amending  Council  Directive  93/6/EEC  of  15 
March  1993  on  the  capital  adequacy  of  investment  firms  and  credit  institutions  and  Council  Directive 
93/22/EEC of  10 May  1993 on investment services in the securities field,  OJ No C 253, 29.9.95, p. 19. 

2  Council  Decision  87/373/EEC  of  13  July  1987  laying  down  the  procedures  for  the  exercise  of 

implementing powers conferred  on the Commission, OJ No L  197, 18.7.1987, p. 33. 

3  OJNoC293,  8.11.1995, p. 1. 

A 

Amended proposal  for a 

EUROPEAN PARLIAMENT AND  COUNCIL DIRECTIVE 

amending Council Directive 93/6/EEC  of 15 March 1993 on the capital adequacy of 
investment firms and credit institutions and Council Directive 93/22/EEC of 10 May 
1993 on investment services in the securities  field 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

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 Commission1, 

Acting in accordance with the procedure referred  to in Article  189b of the Treaty2 

Whereas Council Directive 93/6/EEC on the capital adequacy of investment firms and credit 
institutions3 and  Council Directive 93/22/EEC on investment  services  in the securities  field4 
were adopted on  15 March  1993 and  10 May  1993 respectively, 

Whereas  implementing  measures  are necessary  for  the  application  of Council  Directives  on 
securities, securities markets and securities intermediaries, particularly  in view of the need to 
adapt the Directives to new developments in the financial  sector; 

Whereas  in Article  10 of Directive  93/6/EEC  and  in Article  29  of  Directive  93/22/EEC  the 
Council retained  for  itself the powers to adopt implementing  measures pending the  adoption 
of a subsequent act designed to enable the Commission to exercise those powers; 

1  OJ No C  152, 21.6.1990, p.6 and OJ No C 50, 25.2.1992, p. 5; OJ No C 43, 22.2.1989, p.7 and  OJ No C 42, 

22.2.1990, p.7; and 

2 

3O J N oL  141, 11.6.1993,p.l. 

4  OJ No L  141, 11.6.1993, p.27. 

Whereas,  in  accordance  with  the  provisions  of  Article  145, third  indent  of  the  Treaty,  the 
Council  confers  on  the  Commission  powers  for  the  implementation  of  the  rules  which  the 
Council lays down; 

Whereas,  on  its  second  reading  of the proposals  for  the  directives  on  capital  adequacy  and 
investment  services the European Parliament had called for those powers to be conferred  on 
the Commission; 

Whereas  it  is  necessary  for  this  purpose  to  establish  a  Securities  Committee  to  assist  the 
Commission in these areas; 

Whereas  it is appropriate that  implementing  measures  shall be taken  in accordance  with the 

procedure laid down in Article 2, procedure III, variant (a), of Council Decision  87/373/EEC 

of  13  July  1987  laying  down  the  procedures  for  the  exercise  of  implementing  powers 
conferred  on the Commission5; 

Whereas  an  agreement  on  a modus  vivendfc between  the  European  Parliament, the  Council 
and the Commission  concerning  the implementing  measures  for  acts  adopted  in  accordance 
with  the  procedure  laid  down  in  Article  189b  of  the  EC  Treaty  was  reached  on 
20 December  1994: 

Whereas  Directives  93/6/EEC  and  93/22/EEC  should 

therefore  be  amended, 

the 

aforementioned  Articles  10 and 29 being replaced by new articles establishing the  Securities 

Committee  and  giving  the  Commission,  assisted  by  that  Committee,  responsibility  for 

adapting the said Directives to technical progress; 

Whereas  the  creation  of  the  Securities  Committee  necessitates  a  number  of  other 

amendments  to  Directives  93/6/EEC  and  93/22/EEC  in  order  to  modify  certain  of  their 

provisions put in place pending the establishment of the said Committee; 

Whereas the  examination  of matters  concerning  securities,  securities  markets  and  securities 

intermediaries  makes  the  exchange  of  views  between  the  competent  authorities  and  the 

Commission  desirable;  whereas  it  is  appropriate  to  entrust  this  task  also  to  the  Securities 

Committee, 

HAVE ADOPTED THIS DIRECTIVE: 

5OJNoL  197,  18.7.1987, p.33. 

6O J N o C 2 9 3.  8.11.1995. p. 1 

Article 1 

Article  10 of Directive 93/6/EEC is hereby replaced by the following three articles: 

"Article 10 

The technical adaptations to be made to this Directive in the following  areas shall be adopted 
in accordance with the procedure laid down in Article  10a: 

—  clarification  of the definitions  in Article 2 in order to ensure uniform  application  of this 

Directive throughout the Community, 

—  clarification  of the definitions  in Article 2 to take account  of developments  on  financial 

markets, 

—  alteration of the amounts of initial capital prescribed in Article 3 and the amount  referred 
to in Article 4(6) to take account of developments in the economic and monetary field, 

—  the  alignment  of  terminology  on  and  the  framing  of  definitions  in  accordance  with 

subsequent acts on institutions and related matters. 

Article 10a 

1. The  Commission  shall  be  assisted  by  a  Securities  Committee,  hereinafter  in  this  Article 
referred  to  as  the  'Committee',  composed  of  representatives  of  the  Member  States  and 
chaired by a representative of the Commission. 

2.  The  representative  of  the  Commission  shall  submit  to  the  Committee  a  draft  of  the 
measures  to  be  taken.  The  Committee  shall  deliver  its  opinion  on  the  draft  within  a  time 
limit which the Chairman may lay down according to the urgency of the matter. The opinion 
shall  be  delivered  by  the  majority  laid  down  in  Article  148(2)  of  the  Treaty  in  the  case  of 
decisions  which  the  Council  is required  to  adopt  on  a proposal  from  the  Commission.  The 
votes of the representatives  of the Member  States in the Committee shall be weighted as laid 
down in that Article. The Chairman shall not vote. 

The  Commission  shall  adopt  the  measures  envisaged  if  they  are  in  accordance  with  the 

opinion of the Committee. 

If  the  measures  envisaged  are  not  in  accordance  with  the  Committee's  opinion  or  if  no 
opinion is delivered, the Commission  shall, without delay, submit to the Council a proposal 
relating to the measures to be taken. The Council shall act by a qualified  majority. 

If,  on the  expiry  of a period  of three months from  the date of referral  to  it, the  Council  has 
not acted, the proposed measures shall be adopted by the Commission. 

Article 10b 

1. The Committee may, at the request of its Chairman or of one of its members, examine any 

question  relating  to  the  application  of  Community  provisions  concerning  securities, 

securities markets and securities intermediaries. 

2. The Committee shall not consider specific problems relating to individual cases." 

Article 2 

Article 29 of Directive 93/22/EEC is hereby replaced by the following three articles: 

"Article 29 

The technical adaptations to be made to this Directive in the following  areas shall be adopted 
in accordance with the procedure laid down in Article 29a: 

—  expansion of the list in Section C of the Annex, 

—  adaptation  of the terminology  of the  lists in the Annex to take account  of  developments 

on financial markets, 

—  the  areas  in  which  the  competent  authorities  must  exchange  information  as  listed  in 

Article 23, 

—  clarification  of the definitions  in order to ensure uniform  application  of this Directive  in 

the Community, 

—  clarification  of  the  definitions  in  order  to  take  account  in  the  implementation  of  this 

Directive of developments on financial markets, 

—  the  alignment  of  terminology  and  the  framing  of  definitions  in  accordance  with 

subsequent measures on investment firms and related matters, 

—  the other tasks provided for in Article 7(5). 

Article 29a 

1. The Commission  shall be assisted by the Securities Committee established  in Article  10a 
of Directive 93/6/EEC, hereinafter  in this Article referred  to as  "the Committee",  composed 
of representatives of the Member States and chaired by a representative of the Commission. 

2.  The  representative  of  the  Commission  shall  submit  to  the  Committee  a  draft  of  the 
measures  to  be  taken.  The  Committee  shall  deliver  its  opinion  on  the  draft  within  a  time 
limit which the Chairman may lay down according to the urgency of the matter. The opinion 
shall  be  delivered  by  the  majority  laid  down  in  Article  148(2)  of  the  Treaty  in  the  case  of 
decisions  which  the  Council  is required  to  adopt  on  a proposal  from  the  Commission.  The 
votes of the representatives of the Member  States in the Committee shall be weighted  as laid 
down in that Article. The Chairman shall not vote. 

The  Commission  shall  adopt  the  measures  envisaged  if  they  are  in  accordance  with  the 

opinion of the Committee. 

If  the  measures  envisaged  are  not  in  accordance  with  the  Committee's  opinion  or  if  no 
opinion is delivered, the Commission  shall, without delay, submit to the Council  a proposal 
relating to the measures to be taken. The Council shall act by a qualified  majority. 

If,  on the  expiry  of a period  of three months  from  the  date of referral  to  it, the  Council  has 

not acted, the proposed measures shall be adopted by the Commission. 

Article 29b 

1. The Committee may, at the request of its Chairman or of one of its members, examine any 
question  relating  to  the  application  of  Community  provisions  concerning  securities, 
securities markets and securities intermediaries. 

2. The Committee shall not consider specific problems relating to individual cases." 

Article 3 

Article 7(1) of Directive 93/22/EEC shall be replaced by the  following: 

"1.  The competent authorities of the Member States shall inform the Commission: 

a)  of  the  authorization  of  any  firm  which  is  the  direct  or  indirect  subsidiary  of  a  parent 
undertaking  governed  by  the  law  of  a third  country.  The  Commission  shall  inform  the 
Securities Committee accordingly; 

b)  whenever  such a parent undertaking acquires a holding  in a Community  investment  firm 
such  that  the  latter  would  become  its  subsidiary.  The  Commission  shall  inform  the 
Securities Committee accordingly. 

When  authorization  is  granted  to  any  firm  which  is  the  direct  or  indirect  subsidiary  of  a 
parent  undertaking  governed  by  the  law  of  a third  country,  the  competent  authorities  shall 
specify  the structure of the group in the notification  which they address to the Commission." 

Article 4 

1. In  Article  2(12),  fifth  paragraph,  Annex  111(9) and  Annex  VI(9)  of  Directive  93/6/EEC, 

the words "the Council and" shall be deleted. 

2.  In Article  7(3) of Directive  93/6/EEC the words  "the Council  and the  Commission"  shall 
be replaced by "the Securities Committee". 

This Directive is addressed to the Member States. 

Articles 

Done at Brussels 

For the European Parliament 

The President 

For the Council 

The President 

ISSN 0254-1475 

COM(96) 292 final 

DOCUMENTS 

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Catalogue number  : CB-CO-96-298-EN-C 

ISBN 92-78-05655-3 

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