Directive 2005/1/EC of the European Parliament and of the Council of 9 March 2005 amending Council Directives 73/239/EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC and 93/6/EEC and Directives 94/19/EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC in order to establish a new organisational structure for financial services committees  (Text with EEA relevance)
Date: 2005-03-09
Institutions: Council of the European Union, European Parliament
Subjects: committee (EU), disclosure of information, financial control, financial institution, insurance company, securities

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DIRECTIVE 2005/1/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 9 March 2005

amending Council Directives 73/239/EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC and 93/6/EEC and
Directives 94/19/EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/83/EC and 2002/87/EC in order to
establish a new organisational structure for financial services committees

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
EUROPEAN UNION,

Having regard to the Treaty establishing the European
Community, and in particular Article 47(2) thereof,

(3) On 17 July 2000, the Council set up the Committee of
Wise Men on the Regulation of European Securities
Markets. In its final report, the Committee of Wise Men
called for the establishment of a four-level regulatory
framework in order to make the regulatory process for
Community securities legislation more flexible, effective
and transparent.

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and
Social Committee (1),

Having consulted the Committee of the Regions,

Having regard to the opinion of
Bank (2),

the European Central

Acting in accordance with the procedure laid down in
Article 251 of the Treaty (3),

Whereas:

(1) The Commission Communication of 11 May 1999
entitled ‘Implementing the framework for
financial
markets: action plan’ identifies a series of actions that
are required in order to complete the single market for
financial services.

(4)

In its Resolution on more effective securities market
the Stockholm
regulation in the European Union,
European Council of 23 and 24 March 2001 welcomed
the report of the Committee of Wise Men and called for
the four-level approach to be implemented.

(5)

In the light of those developments, the Commission
adopted on 6 June 2001 Decisions 2001/527/EC (4)
and 2001/528/EC (5) setting up, respectively, the Com-
mittee of European Securities Regulators (CESR) and the
European Securities Committee (ESC).

(2) At its meeting in Lisbon of 23 and 24 March 2000, the
European Council called for the implementation of this
Action Plan by 2005.

(6) Democratic accountability and transparency must be
inherent in the Lamfalussy process and its extension,
which can only be sufficiently guaranteed by respecting
the interinstitutional balance with regard to implement-
ing measures.

(1) OJ C 112, 30.4.2004, p. 21.
(2) OJ C 58, 6.3.2004, p. 23.
(3) Opinion of the European Parliament of 31 March 2004 (not yet
Journal) and Council Decision of

published in the Official
11 May 2004.

(4) OJ L 191, 13.7.2001, p. 43.
(5) OJ L 191, 13.7.2001, p. 45. Decision as amended by Decision

2004/8/EC (OJ L 3, 7.1.2004, p. 33).

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laws,

(7) This Directive amends Council Directives 73/239/EEC of
24 July 1973 on the coordination of laws, regulations
and administrative provisions relating to the taking-up
and pursuit of the business of direct insurance other than
life assurance (1), 85/611/EEC of 20 December 1985 on
the coordination of laws, regulations and administrative
provisions relating to undertakings for collective invest-
ment in transferable securities (UCITS) (2), 91/675/EEC of
19 December 1991 setting up an insurance commit-
tee (3), 92/49/EEC of 18 June 1992 on the coordination
regulations and administrative provisions
of
relating to direct insurance other than life assurance
(third non-life insurance Directive) (4) and 93/6/EEC of
15 March 1993 on the capital adequacy of investment
firms and credit institutions (5) and Directives of the
European Parliament and of the Council 94/19/EC of
30 May 1994 on deposit-guarantee schemes (6), 98/78/
EC of 27 October 1998 on the supplementary super-
vision of
insurance undertakings in an insurance
group (7), 2000/12/EC of 20 March 2000 relating to
the taking up and pursuit of
the business of credit
institutions (8), 2001/34/EC of 28 May 2001 on the
admission of securities to official stock exchange listing
and on information to be published on those secu-
rities (9), 2002/83/EC of 5 November 2002 concerning
life assurance (10) and 2002/87/EC of 16 December 2002
on the supplementary supervision of credit institutions,
insurance undertakings and investment
firms in a
financial conglomerate. This Directive aims only at
making certain changes in the organisational structure
of committees. None of the modifications are intended to
extend the powers to adopt
implementing measures
vested in the Commission pursuant to these Directives,
nor
to
the powers vested in the Council pursuant
Directive 93/6/EEC.

(1) OJ L 228, 16.8.1973, p. 3. Directive as last amended by the

2003 Act of Accession.

(2) OJ L 375, 31.12.1985, p. 3. Directive as last amended by
Directive 2004/39/EC of the European Parliament and of the
Council (OJ L 145, 30.4.2004, p. 1).

(3) OJ L 374, 31.12.1991, p. 32. Directive as amended by
Regulation (EC) No 1882/2003 of the European Parliament
and of the Council (OJ L 284, 31.10.2003, p. 1).

(4) OJ L 228, 11.8.1992, p. 1. Directive as last amended by
Directive 2002/87/EC of the European Parliament and of the
Council (OJ L 35, 11.2.2003, p. 1).

(5) OJ L 141, 11.6.1993, p. 1. Directive as last amended by Directive

2004/39/EC.

(6) OJ L 135, 31.5.1994, p. 5. Directive as amended by the 2003

Act of Accession.

(7) OJ L 330, 5.12.1998, p. 1. Directive as amended by Directive

2002/87/EC.

(8) OJ L 126, 26.5.2000, p. 1. Directive as last amended by
Commission Directive 2004/69/EC (OJ L 125, 28.4.2004,
p. 44).

(9) OJ L 184, 6.7.2001, p. 1. Directive as last amended by Directive

2004/109/EC (OJ L 390, 31.12.2004, p. 38).

(10) OJ L 345, 19.12.2002, p. 1. Directive as amended by Council

Directive 2004/66/EC (OJ L 168, 1.5.2004, p. 35).

(8)

In its Resolution of 5 February 2002, the European
Parliament endorsed the four-level approach for secu-
rities, on the basis of a solemn declaration made before
Parliament the same day by the Commission and the
letter of 2 October 2001 addressed by the Internal
Market Commissioner to the Chairman of the Parlia-
ment's Committee on Economic and Monetary Affairs
with regard to the safeguards
the European
Parliament's role in this process. In its Resolution of
21 November 2002 the Parliament called for certain
aspects of that approach to be extended to the banking
and insurance sectors subject to a clear commitment on
the part of the Council to guarantee a proper institu-
tional balance.

for

(9) The commitments made by the Commission regarding
securities legislation via the abovementioned declaration
of 5 February 2002 and letter of 2 October 2001 should
be complemented by sufficient guarantees concerning a
proper institutional balance.

(10) On 3 December 2002, the Council invited the Commis-
sion to implement arrangements for
the remaining
financial services sectors based upon the Final Report of
the Committee of Wise Men.

(11) Safeguards with respect to the extension of the four-level
approach are also required because the EU institutions do
not yet benefit from an extensive practical experience of
the four-level Lamfalussy approach. Furthermore, the
first and second Interim Reports of the Interinstitutional
Monitoring Group monitoring the Lamfalussy process
have made certain remarks and criticisms concerning the
functioning of the process.

(12) The speed of adoption of legislation and the quality of
legislation are fundamental objectives of the Lamfalussy
process. The success of the Lamfalussy process depends
more on the political will of the institutional partners to
set up an appropriate framework for the adoption of the
legislation than on an acceleration of the setting up of
the related technical delegated provisions. In addition, an
overemphasis on the speed of setting up of the delegated
provisions could create significant problems with regard
to the quality of those provisions.

(13) The extension of the Lamfalussy procedure is without
prejudice to possible decisions regarding the organisation
of supervision at a European level.

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(14) For those purposes, as regards the banking sector, the
role of the Banking Advisory Committee (BAC) set up by
Directive 2000/12/EC should be adapted.

(15) To reflect that adapted role, the BAC should be replaced

by ‘the European Banking Committee’.

(16) The measures necessary for

the implementation of
Directive 2000/12/EC are measures of general scope
and should be adopted in accordance with Article 5 of
Council Decision 1999/468/EC of 28 June 1999 laying
down the procedures for the exercise of implementing
powers conferred on the Commission (1).

(17) The implementing measures adopted should not modify

the essential provisions of the Directives.

Community legislation in this area, as imbalances in
information and a lack of transparency may jeopardise
the operation of
the markets and above all harm
consumers and small investors.

(20) Certain existing provisions for technical amendments to
Directive 2000/12/EC need to be brought into line with
Decision 1999/468/EC.

(21) In order to ensure institutional and legal consistency with
the approach taken in other Community sectors,
Commission Decision 2004/10/EC (2) established the
European Banking Committee in an advisory capacity to
assist the Commission as regards the development of
Community banking legislation. References to the
advisory functions of the BAC in Directive 2000/12/EC
should therefore be deleted.

(18) The European Parliament should be given a period of
three months from the first
transmission of draft
implementing measures to allow it to examine them
and to give its opinion. However, in urgent and duly
justified cases this period may be shortened. If, within
that period, a resolution is passed by the European
Parliament, the Commission will re-examine the draft
measures.

(22) As regards the monitoring of observation ratios for the
solvency and liquidity of credit institutions, the compe-
tencies of the BAC are no longer needed in view of the
harmonisation of capital adequacy rules and of develop-
ments in the techniques used by credit institutions to
measure and manage their liquidity risk.

(19) In exercising its implementing powers, the Commission
should respect
the need to
the following principles:
ensure confidence in financial markets among investors
by promoting high standards of transparency in those
markets; the need to provide investors with a wide range
of competing investments and a level of disclosure and
protection tailored to their circumstances; the need to
ensure that independent regulatory authorities enforce
the rules consistently, especially as regards the fight
against economic crime; the need for high levels of
transparency and consultation with all market partici-
pants and with the European Parliament and the Council;
the need to encourage innovation in financial markets if
they are to be dynamic and efficient; the need to ensure
market integrity by close and reactive monitoring of
financial innovation; the importance of reducing the cost
of, and increasing access to, capital; the balance of costs
and benefits to market participants on a long-term basis
(including small and medium-sized businesses and small
investors) in any implementing measures; the need to
foster the international competitiveness of EU financial
markets without prejudice to a much-needed extension
of international cooperation; the need to achieve a level
playing field for all market participants by establishing
EU-wide regulations every time it is appropriate; the need
to respect differences in national markets where these do
the single
not unduly impinge on the cohesion of
market; and the need to ensure coherence with other

(23) Moreover, the substantial progress made in cooperation
and exchange of
information between supervisory
authorities, in particular through Memoranda of Under-
standing, has rendered superfluous the regular monitor-
ing by the Commission of certain individual supervisory
decisions and their systematic reporting to the BAC.

(24) The establishment of the European Banking Committee
should not rule out other forms of cooperation between
the different authorities involved in the regulation and
supervision of credit institutions, in particular within the
Committee of European Banking Supervisors established
by Commission Decision 2004/5/EC (3).

(25) The Insurance Committee (IC) set up under Directive 91/
675/EEC is to assist the Commission in the exercise of
the implementing powers granted by Directives adopted
in the field of insurance, and in particular to make the
technical adaptations necessary to take account of
developments in the insurance sector; such measures
being taken in accordance with Decision 1999/468/EC.

(1) OJ L 184, 17.7.1999, p. 23.

(2) OJ L 3, 7.1.2004, p. 36.
(3) OJ L 3, 7.1.2004, p. 28.

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(26) Under Directive 91/675/EEC, the IC is also to examine
any question relating to the application of Community
provisions concerning the insurance sector and,
in
particular, to advise the Commission on proposals for
legislation which the Commission intends to present to
the European Parliament and to the Council.

(33) On 3 December 2002, the Council invited the Commis-
sion to take steps in order to transfer to the ESC, inter
alia, the function of advice to the Commission in the
exercise of its implementing powers held by the UCITS
Contact Committee.

(27) In order to build an internal market where policyholders
and beneficiaries are properly protected, insurance and
occupational pensions undertakings operating in the
internal market under the principles of
freedom of
establishment and freedom to provide services are
subject
to specific Community legislation. To ensure
the internal market and
the proper
maintain financial stability, that legislation should be
capable of being rapidly adapted to market changes
affecting those sectors,
in particular with regard to
financial and technical aspects.

functioning of

(28) The role of the IC should therefore be adapted, and this
Committee should accordingly be renamed ‘the European
Insurance and Occupational Pensions Committee’. How-
ever, in the occupational pensions field, the European
Insurance and Occupational Pensions Committee should
not address labour and social law aspects such as the
organisation of occupational
in particular
compulsory membership and the results of collective
bargaining agreements.

regimes,

(29) The measures necessary for the implementation of acts
covered by Directive 91/675/EEC are measures of general
scope and should be adopted in accordance with Article 5
of Decision 1999/468/EC.

(30) To ensure institutional and legal consistency with the
approach taken in other Community sectors, Commis-
sion Decision 2004/9/EC (1), established the European
Insurance and Occupational Pensions Committee in an
advisory capacity to assist the Commission in the fields
of insurance and occupational pensions. References to
the advisory functions of the IC in Directive 91/675/EEC
should therefore be deleted.

(31) Directive 85/611/EEC set up the UCITS Contact
Committee to assist the Commission by facilitating the
harmonised implementation of that Directive through
regular consultations, promoting consultation between
Member States and advising the Commission,
if
necessary, on amendments to be made to that Directive.

the European Parliament and of

(34) In order to fully implement the model set out in recent
Directives in the securities field, in particular Directive
2003/6/EC of
the
Council of 28 January 2003 on insider dealing and
market manipulation (market abuse) (2), which gives to
the ESC the function to advise the Commission in the
exercise of
its regulatory powers, while leaving the
organisation of other aspects of the ESC's work to be
governed by Decision 2001/528/EC, it is necessary to
delete the provisions setting up, under Article 53 of
Directive 85/611/EEC, the organisation and functions of
the present UCITS Contact Committee outside its
‘comitology’ capacity.

(35) The competences of

the ESC should therefore be
expressly extended beyond those already conferred upon
the functions
it by Directive 2003/6/EC,
currently laid down in Directive 85/611/EEC. The
measures necessary for the implementation of the latter
Directive are measures of general scope and should be
adopted in accordance with Article 5 of Decision 1999/
468/EC.

to cover

(36) It is accordingly necessary to amend Directives 73/239/
EEC, 85/611/EEC, 91/675/EEC, 92/49/EEC, 93/6/EEC,
94/19/EC, 98/78/EC, 2000/12/EC, 2001/34/EC, 2002/
83/EC and 2002/87/EC,

HAVE ADOPTED THIS DIRECTIVE:

CHAPTER I

AMENDMENTS TO DIRECTIVES 93/6/EEC, 94/19/EC, AND
2000/12/EC ON THE BANKING SECTOR

Article 1

Directive 93/6/EEC

(32) The UCITS Contact Committee also acts as a ‘comitology’
Committee within the meaning of Decision 1999/468/
EC to assist the Commission with regard to the technical
amendments to be made to Directive 85/611/EEC.

In the third sentence of Article 7(9) of Directive 93/6/EEC, the
words ‘and to the Banking Advisory Committee’ shall be
deleted.

(1) OJ L 3, 7.1.2004, p. 34.

(2) OJ L 96, 12.4.2003 p. 16.

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Article 2

Directive 94/19/EC

In the third subparagraph of Article 3(1) of Directive 94/19/
EC, the words ‘Banking Advisory Committee’ shall be replaced
by the words ‘European Banking Committee’.

Article 3

Directive 2000/12/EC

(b) whenever such a parent undertaking acquires a
holding in a Community credit institution such
that the latter would become its subsidiary.

When authorisation is granted to the direct or
indirect subsidiary of one or more parent
undertakings governed by the law of
third
countries, the structure of the group shall be
specified in the notification which the compe-
tent authorities shall address to the Commis-
sion in accordance with Article 11.’;

Directive 2000/12/EC is hereby amended as follows:

1. Article 2(4) shall be replaced by the following:

7.

in Article 24(2), the words ‘Banking Advisory Commit-
tee’ shall be replaced by the words ‘European Banking
Committee’;

‘4.

The Commission, pursuant

to the procedure
referred to in Article 60(2), shall decide on
amendments to the list in paragraph 3.’;

2.

in Article 2(5), the third subparagraph shall be replaced
by the following:

the Commission, pursuant

‘In the case of credit institutions other than those which
are set up in areas newly reclaimed from the sea or which
have resulted from scission or mergers of existing
institutions dependent on or answerable to the central
body,
to the procedure
referred to in Article 60(2), may lay down additional
rules for the application of the second subparagraph
including the repeal of exemptions provided for in the
first subparagraph, where it is of the opinion that the
affiliation of new institutions benefiting from the
arrangements laid down in the second subparagraph
might have an adverse effect on competition.’;

3. Article 4 shall be replaced by the following:

‘Article 4

Authorisation

Member States shall require credit institutions to obtain
authorisation before commencing their activities. They
shall lay down the requirements for such authorisation
subject
to Articles 5 to 9, and notify them to the
Commission.’;

4.

5.

in Article 22(9), the second sentence shall be deleted;

in Article 22(10), the second sentence shall be deleted;

6. Article 23(1) shall be replaced by the following:

‘1.

The competent authorities of the Member States
shall inform the Commission and the competent
authorities of the other Member States:

8. Article 25(3) shall be replaced by the following:

‘3. Without prejudice to Article 300(1) and (2) of the
Treaty, the Commission shall, with the assistance of
the European Banking Committee, examine the
outcome of the negotiations referred to in para-
graph 1 and the resulting situation.’;

9.

in the third sentence of Article 49(2), the words ‘Banking
Advisory Committee’ shall be replaced by the words
‘European Banking Committee’;

10.

in Article 52(9), the third sentence shall be replaced by
the following:

‘The competent authority concerned shall forward such
information to the competent authorities of the other
Member States.’;

11.

first sentence, the
in Article 56a, second paragraph,
words ‘The Banking Advisory Committee may’ shall be
replaced by the words ‘The Commission may request the
European Banking Committee to’;

12. Title VI shall be deleted;

13. Article 60(2) shall be replaced by the following:

‘2.

The Commission shall be assisted by the European
Banking Committee instituted by Commission
Decision 2004/10/EC (1) (hereinafter referred to as
the Committee).

(1) OJ L 3, 7.1.2004, p. 36.;’

(a)

of any authorisation of a direct or indirect
subsidiary one or more of whose parent
undertakings are governed by the laws of a
third country;

Where reference is made to this paragraph, Articles 5 and
7 of Decision 1999/468/EC shall apply, having regard to
the provisions of Article 8 thereof.

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The period laid down in Article 5(6) of Decision 1999/
468/EC shall be set at three months.

(b)

the acquisition of holdings by direct or indirect parent
undertakings governed by the law of the third country in
question.

The Committee shall adopt its rules of procedure.

14.

in Article 64(2) and (6), the words ‘and the Banking
Advisory Committee’ shall be deleted.

(*) OJ L 184, 17.7.1999, p. 23.’

CHAPTER II

AMENDMENTS TO DIRECTIVES 73/239/EEC, 91/675/EEC, 92/
49/EEC, 98/78/EC AND 2002/83/EC ON THE INSURANCE
AND OCCUPATIONAL PENSIONS SECTORS

Article 4

Directive 73/239/EEC

Directive 73/239/EEC is hereby amended as follows:

1) Article 29a shall be replaced by the following:

‘Article 29a

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

(a)

of any authorisation of a direct or indirect subsidiary, one
or more of whose parent undertakings are governed by
the law of a third country;

(b) whenever such a parent undertaking acquires a holding
in a Community insurance undertaking which would
turn the latter into its subsidiary.

2. When the authorisation referred to in paragraph 1(a) is
granted to the direct or indirect subsidiary of one or more
parent undertakings governed by the law of a third country,
the structure of the group shall be specified in the notification
which the competent authorities shall address
to the
Commission.’;

Article 5

Directive 91/675/EEC

Directive 91/675/EEC is hereby amended as follows:

in the title, the words ‘Insurance Committee’ shall be
1.
replaced by the words ‘European Insurance and Occupational
Pensions Committee’;

2. Article 1 shall be replaced by the following:

‘Article 1

1. The Commission shall be assisted by the European
Insurance and Occupational Pensions Committee established
by Commission Decision 2004/9/EC of 5 November 2003 (*)
(hereinafter the Committee).

2. The chairperson of the Committee of European Insurance
and Occupational Pensions Supervisors established by
Commission Decision 2004/6/EC (**) shall participate at the
meetings of the Committee as an observer.

3. The Committee may invite experts and observers to
attend its meetings.

4. The secretariat of the Committee shall be provided by the
Commission.

(*) OJ L 3, 7.1.2004, p. 34.
(**) OJ L 3, 7.1.2004, p. 30.;’

2)
in Article 29b(4),
replaced by the following:

the second subparagraph shall be

3. Article 2 shall be replaced by the following:

‘In the circumstances described in the first subparagraph, it
may also be decided at any time, and in addition to initiating
negotiations, in accordance with the procedure referred to in
Article 5 of Decision 1999/468/EC (*) and in compliance with
the competent
Article 7(3) and Article 8 thereof
authorities of the Member States must limit or suspend their
decisions regarding the following:

that

(a)

requests for authorisation, whether pending at
moment of the decision or submitted thereafter;

the

‘Article 2

1. Where acts adopted in the field of direct non-life
insurance and direct life assurance, reinsurance and occupa-
tional pensions confer on the Commission powers for the
implementation of the rules which they lay down, Articles 5
and 7 of Council Decision 1999/468/EC of 28 June 1999
laying down the procedures for the exercise of implementing
powers conferred on the Commission (*) shall apply, having
regard to the provisions of Article 8 thereof.

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The period laid down in Article 5(6) of Decision 1999/468/EC
shall be set at three months.

2. Article 58 shall be replaced by the following:

2. The Committee shall adopt its rules of procedure.

(*) OJ L 184, 17.7.1999, p. 23.;’

4. Articles 3 and 4 shall be deleted.

Article 6

Directive 92/49/EEC

In the first sentence of Article 40(10) of Directive 92/49/EEC,
the words ‘submit to the Insurance Committee set up by
Directive 91/675/EEC a report summarising’ shall be replaced
by the words ‘inform the European Insurance and Occupa-
tional Pensions Committee of’.

‘Article 58

Information from Member States to the Commission

The competent authorities of the Member States shall
inform the Commission and the competent authorities of
the other Member States:

(a)

of any authorisation of a direct or
indirect
subsidiary, one or more of whose parent under-
takings are governed by the laws of a third country;

(b) whenever such a parent undertaking acquires a
holding in a Community assurance undertaking
which would turn the latter into its subsidiary.

When the authorisation referred to in point (a) is granted
to the direct or indirect subsidiary of one or more parent
undertakings governed by the law of third countries, the
structure of
the group shall be specified in the
notification which the competent authorities shall
address to the Commission and to the other competent
authorities.’;

Article 7

3. Article 65(1) shall be replaced by the following:

Directive 98/78/EC

Directive 98/78/EC is hereby amended as follows:

1. Article 10a(3) shall be replaced by the following:

‘3. Without prejudice to Article 300(1) and (2) of the
Treaty, the Commission shall, with the assistance of the
European Insurance and Occupational Pensions Com-
mittee, examine the outcome of the negotiations referred
to in paragraph 1 and the resulting situation.’;

2. Article 11(5) shall be replaced by the following:

‘1.

The Commission shall be assisted by the European
Insurance and Occupational Pensions Committee
established by Commission Decision 2004/9/EC (*).

(*) OJ L 3, 7.1.2004, p. 34.’

CHAPTER III

AMENDMENTS TO DIRECTIVES 85/611/EEC AND 2001/34/EC
ON THE SECURITIES SECTOR

Article 9

Directive 85/611/EEC

‘5.

Not later than 1 January 2006 the Commission shall
issue a report on the application of this Directive and, if
necessary, on the need for further harmonisation.’.

Directive 85/611/EEC is hereby amended as follows:

1. Article 6c shall be amended as follows:

Article 8

Directive 2002/83/EC

Directive 2002/83/EC is hereby amended as follows:

1.

in the first sentence of Article 46(9), the words ‘the
Commission shall submit to the Insurance Committee a
report summarising’ shall be replaced by the words ‘the
Commission shall inform the European Insurance and
Occupational Pensions Committee of’;

(a)

(b)

in paragraph 9,
replaced by the following:

the second sentence shall be

‘Every two years the Commission shall
report on such cases.’;

issue a

in paragraph 10,
replaced by the following:

the second sentence shall be

‘Every two years the Commission shall
report on such cases.’;

issue a

2.

in Article 14(6),
deleted;

the second subparagraph shall be

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3.

in Article 21(4), the third sentence shall be replaced by
the following:

‘Such information shall be the subject of exchanges of
views within the European Securities Committee.’;

Article 10

Directive 2001/34/EC

Directive 2001/34/EC is hereby amended as follows:

4.

in the third subparagraph of Article 22(4), the fourth
sentence shall be replaced by the following:

1. Article 108 shall be deleted;

‘Such communications may be the subject of exchanges
of views within the European Securities Committee.’;

2. Article 109 shall be replaced by the following:

‘Article 109

5.

the title of Section X shall be replaced by the following:

‘European Securities Committee’;

6. Article 53 shall be deleted;

7.

Article 53a shall be replaced by the following:

‘Article 53a

The technical amendments to be made to this Directive
in the following areas shall be adopted in accordance
with the procedure referred to in Article 53b(2):

(a)

(b)

clarification of the definitions in order to ensure
uniform application of this Directive throughout
the Community;

terminology and the framing of
alignment of
definitions in accordance with subsequent acts on
UCITS and related matters.’;

8.

the following Article shall be inserted:

‘Article 53b

For the purpose of adjusting,

1.
in the light of the
requirements of the economic situation, the minimum
amount of
the foreseeable market capitalisation laid
down in Article 43(1), the Commission shall submit to
the European Securities Committee instituted by Com-
mission Decision 2001/528/EC of 6 June 2001 (*) a draft
of the measures to be taken.

2. Where reference is made to this paragraph, Articles 5
and 7 of Council Decision 1999/468/EC of 28 June 1999
laying down the procedures
the exercise of
implementing powers conferred on the Commission
(**) shall apply, having regard to Article 8 thereof.

for

The period laid down in Article 5(6) of Decision 1999/
468/EC shall be set at three months.

3. The Committee shall adopt its rules of procedure.

(*) OJ L 191, 13.7.2001, p. 45. Decision as amended by
Decision 2004/8/EC (OJ L 3, 7.1.2004, p. 33).

(**) OJ L 184, 17.7.1999, p. 23.’

CHAPTER IV

1. The Commission shall be assisted by the European
Securities Committee instituted by Commission Decision
2001/528/EC (*), hereinafter “the Committee”.

AMENDMENT TO DIRECTIVE 2002/87/EC ON FINANCIAL
CONGLOMERATES

2. Where reference is made to this paragraph, Articles 5
and 7 of Decision 1999/468/EC (**) shall apply, having
regard to the provisions of Article 8 thereof.

Article 11

Directive 2002/87/EC

The period laid down in Article 5(6) of Decision 1999/
468/EC shall be set at three months.

Article 19(2) of Directive 2002/87/EC shall be replaced by the
following:

3. The Committee shall adopt its rules of procedure.

(*) OJ L 191, 13.7.2001, p. 45. Decision as amended by
Decision 2004/8/EC (OJ L 3, 7.1.2004, p. 33).

(**) OJ L 184, 17.7.1999, p. 23.’

‘2. Without prejudice to Article 300(1) and (2) of the Treaty,
the Commission shall, with the assistance of
the
European Banking Committee, the European Insurance
and Occupational Pensions Committee and the Financial
Conglomerates Committee, examine the outcome of the
negotiations referred to in paragraph 1 and the resulting
situation.’

24.3.2005

EN

Official Journal of the European Union

L 79/17

CHAPTER V

FINAL PROVISIONS

Article 12

Implementing measures

1. The implementing measures adopted in accordance with
the procedure referred to in Articles 5 and 7 of Decision
1999/468/EC having regard to the provisions of Article 8
thereof must not modify the essential provisions of
the
Directives.

2. The period laid down in Article 5(6) of Decision 1999/
468/EC shall be set at three months.

Should the conditions established under

3.
the Treaty
governing the exercise of implementing powers conferred
on the Commission be modified, the Commission shall review
this Directive and, if appropriate, propose amendments. Such
a review shall in any case be carried out by 31 December 2007
at the latest.

Done at Strasbourg, 9 March 2005.

Article 13

Transposition

Member States shall bring into force the laws, regulations and
administrative provisions necessary to comply with this
Directive by 13 May 2005.

these provisions,

When Member States adopt
they shall
contain a reference to this Directive or shall be accompanied
their official
by such a reference on the occasion of
publication. The methods of making such reference shall be
laid down by Member States.

Article 14

Entry into force

This Directive shall enter into force on the 20th day following
its publication in the Official Journal of the European Union.

Article 15

Addressees

This Directive is addressed to the Member States.

For the European Parliament
The President
J.P.BORRELL FONTELLES

For the Council
The President
N. SCHMIT