Powers of the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority ***I Proposal for a directive of the European Parliament and of the Council amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC in respect of the powers of the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority (COM(2009)0576 – C7-0251/2009 – 2009/0161(COD))
Date: 2010-07-07
Institutions: European Parliament
Subjects: EU office or agency, cooperation policy, exchange of information, financial control, financial legislation, financial market, market supervision, powers of the institutions (EU)








CE2011351EN.01019502.xml










2.12.2011   


EN


Official Journal of the European Union


CE 351/195





Wednesday 7 July 2010Powers of the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority ***I
P7_TA(2010)0269
Proposal for a directive of the European Parliament and of the Council amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC in respect of the powers of the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority (COM(2009)0576 – C7-0251/2009 – 2009/0161(COD))
2011/C 351 E/35
(Ordinary legislative procedure: first reading)
The proposal was amended on 7 July 2010 as follows (1):

AMENDMENTS BY PARLIAMENT (2)

to the Commission proposal
DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC in respect of the powers of the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority
(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 50, Article 53(1) and Articles 62 and 114 thereof,
Having regard to the proposal from the European Commission,
Having regard to the opinion of the European Economic and Social Committee (3),
Having regard to the opinion of the European Central Bank (3),
Acting in accordance with the ordinary legislative procedure (4),
Whereas:






(1)


The financial crisis in 2007/2008 exposed important shortcomings in financial supervision, both in particular cases and in relation to the financial system as a whole. 
Nationally based
 supervisory models have lagged behind the integrated and interconnected reality of European financial markets, in which many financial firms operate across borders ▐. The crisis exposed shortcomings in the area of cooperation, coordination, consistent application of 
Union
 law and trust between national supervisors.












(1a)






The European Parliament has called regularly for the reinforcement of a more level playing-field for all actors at the Union level while pointing out failures in the Union’s supervision of ever more integrated financial markets.












(2)


A report published on 25 February 2009 by a high-level group of experts chaired by 
Jacques de Larosière (the de Larosière Report)
, requested by the Commission, concluded that the supervisory framework 
should
 be strengthened to reduce the risk and severity of future financial crises. Accordingly, it recommended far-reaching reforms to the supervisory structure of the financial sector within the 
European Union. The de La Rosière Report
 also concluded that a European System of Financial Supervisors 
(ESFS)
 should be created, comprising three European Supervisory Authorities 
(ESA)
 – one for 
each of
 the banking ▐, the securities ▐ and ▐ the insurance and occupational pensions sectors – and the creation of a European Systemic Risk Board.










(3)


The Commission in its Communication of 4 March 2009 entitled ‘Driving European Recovery’ (5) proposed to 
put
 forward draft legislation creating 
the ESFS
 and in its Communication of 27 May 2009 entitled ‘European Financial Supervision’ (6) provided more details 
of
 the possible architecture of 
that
 new supervisory framework.










(4)


The European Council, in its conclusions of 19 June 2009, recommended that a European System of Financial Supervisors, comprising three new 
ESA
, be established. The system should be aimed at upgrading the quality and consistency of national supervision, strengthening oversight of cross-border groups, establishing a European single rule book applicable to all financial institutions in the internal market 
and ensuring adequate harmonisation of criteria and methodology to be applicable by the competent authorities to assess the risk of credit institutions
. It emphasised that the 
ESA
 should also have supervisory powers for credit rating agencies and invited the Commission to prepare concrete proposals on how the 
ESFS
 could play a strong role in crisis situations.










(5)


On 23 September 2009, the Commission adopted proposals for three Regulations establishing the 
ESFS
 including the creation of the three 
ESA
.










(6)


In order for the 
ESFS
 to work effectively, changes to 
Union
 legislation in the field of 
the
 operation of the three 
ESA
 are necessary. These changes concern the definition of the scope of certain powers of the 
ESA
, the integration of certain powers ▐ established in 
Union
 legislation and amendments to ensure a smooth and effective functioning in the context of the 
ESFS
.










(7)


The establishment of the three ▐ ESA should be accompanied by the development of a single 
rule book
 to ensure 
consistent harmonisation and
 uniform application and thus contribute to a more effective functioning of the internal market. ▐












(7a)






The Regulations establishing the ESFS provide that, in the areas specifically set out in the relevant legislation, the ESA may develop draft technical standards, to be submitted to the Commission for adoption in accordance with Articles 290 and 291 of the Treaty on the Functioning of the European Union (TFEU) by means of delegated or implementing acts. This Directive identifies a first set of such areas and should be without prejudice to inclusion of other areas in the future.














(7b)






The relevant legislation should define those areas where the ESA are empowered to develop draft technical standards and how they should be adopted. While the relevant legislation should lay down the elements, conditions and specifications as detailed in Article 290 TFEU in the case of delegated acts, the rules and general principles concerning mechanisms for control of implementing acts should be based on Decision 1999/468/EC until the Regulation provided for in Article 291 TFEU is adopted.












(8)


The identification of areas for technical standards should strike an appropriate balance between building a single set of harmonised rules 
and avoiding
 unduly 
complicated
 regulation 
and enforcement. The
 only ▐ areas ▐ selected 
should be those in which
 consistent technical rules will contribute significantly 
and effectively
 to 
the achievement of the objectives of the relevant legislation, while ensuring that policy decisions are taken by the European Parliament, the Council and the Commission in accordance with their usual procedures
.










(9)


Matters subject to technical standards should be genuinely technical, where their development requires the expertise of supervisory experts. The technical standards 
adopted as delegated acts
 should 
further develop, specify and
 determine the conditions 
for consistent harmonisation
 of the rules included in basic instruments adopted by the European Parliament and the Council
, supplementing or amending certain non-essential elements of the legislative act. On the other hand, technical standards adopted as
 implementing 
acts should set conditions for the uniform application of legally binding EU acts.
 Technical standards should not 
give rise to
 policy choices. ▐












(9a)






In the case of delegated acts it is appropriate to introduce the procedure for adoption of technical standards provided for in Article 7 to 7d of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [ESMA], and of Regulation (EU) No …/2010 [EIOPA]. Implementing standards should be adopted in accordance with the procedure provided for in Article 7e of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [ESMA], and of Regulation (EU) No …/2010 [EIOPA]. The European Council endorsed the four-level ‘Lamfalussy’ approach to make the regulatory process for Union financial legislation more efficient and transparent. The Commission is empowered to adopt implementing acts in many areas, and a wide set of level-2 Commission Regulations and Directives is in force. In cases where the technical standards are designed to further develop, specify or determine the conditions of application of such level-2 measures, they should be adopted only once those level-2 measures have been adopted and should respect the content of the level-2 measure














(9b)






Binding technical standards contribute to a single rulebook for financial services legislation as endorsed by the European Council in its conclusions of June 2009. To the extent that certain requirements in EU legislative acts are not fully harmonised, and in accordance with the precautionary principle on supervision, binding technical standards developing, specifying or determining the conditions of application for those requirements should not prevent Member States from requiring additional information or imposing more stringent requirements. Technical standards should therefore allow Member States to do so in specific areas, when these legislative acts provide for such prudential discretion.












(10)


As set out in the Regulations establishing the ESFS, before submitting the technical standards to the Commission, the European Supervisory Authorities should, where appropriate, conduct open public consultations on them and analyse the potential related costs and benefits.










(11)


The Regulations establishing the ESFS provide for a mechanism to settle disagreements between competent national authorities. Where a competent authority disagrees 
with
 the procedure or content of an action or inaction by another competent authority in areas 
specified in Union legislation in accordance with Regulation (EU) No …/ 2010 [EBA], Regulation (EU) No …/ 2010 [ESMA] and Regulation (EU) No …/ 2010 [EIOPA],
 where the relevant legislation requires cooperation, coordination or joint decision making by competent national authorities from more than one Member State, the 
ESA
, at the request of one of the competent authorities concerned, 
should be able to
 assist the authorities in reaching an agreement within the time limit set by the 
ESA
 which takes into account any relevant time limits in the relevant legislation, and the urgency and complexity of the disagreement. In the event that such disagreement persists, the 
ESA should be able to
 settle the matter.










(12)


In general, 
Article 11(1) of Regulation (EU) No …/ 2010 [EBA], of Regulation (EU) No …/ 2010 [ESMA] and of Regulation (EU) No …/ 2010 [EIOPA]
 that provides the possibility for disputes to be resolved in the Regulations establishing the ESFS does not require consequential changes to the relevant legislation. However, in those areas where some form of non-binding mediation is already established in the relevant legislation, or where there are time limits for joint decisions to be taken by one or more competent national authorities, amendments are needed to ensure clarity and minimum disruption to the process for reaching a joint decision, but also that where necessary, the 
ESA
 are able to resolve disagreements. 
The binding procedure for the settlement of disagreements is designed to solve situations where competent supervisors cannot resolve among themselves procedural or substantive issues relating to compliance with Union law.














(12a)






This Directive should therefore identify situations where a procedural or a substantive issue of compliance with Union law may need to be resolved and the supervisors may not be able to resolve the matter on their own. In such a situation, one of the supervisors involved should be able to raise the issue with the competent European Supervisory Authority. That European Supervisory Authority should act in accordance with the procedure set out
 in its establishing Regulation 
and in this Directive. It should be able to require the competent authorities concerned to take specific action or to refrain from action in order to settle the matter and to ensure compliance with Union law, with binding effects on the competent authorities concerned. In cases where the relevant Union legislation confers discretion on Member States, decisions taken by the European Supervisory Authority should not replace the exercise of discretion by the competent authorities in compliance with Union law.












(13)


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 (7) provides for mediation or joint decisions as regards the determination of significant branches for the purposes of supervisory college membership, model validation and group risk assessment. In all of these areas, an amendment should clearly state that in the event of disagreement during the specified time period, the European Banking Authority may resolve the disagreement using the process outlined in Regulation 
(EU) No …/2010 [EBA]
. This approach makes it clear that
, while the European Banking Authority should not replace the exercise of discretion by the competent authorities in compliance with Union law,
 disagreements can be resolved and cooperation strengthened before a final decision is made or issued to an institution.










(14)


In order to ensure 
for a smooth transition of
 the current tasks of the ▐ Committee of European Banking Supervisors 
(CEBS)
, the Committee of European Insurance and Occupational Pensions Supervisors 
(CEIOPS) and
 the Committee of European Securities Regulators 
(CESR) to the new ESAs, references to these Committees
 should be replaced in all the relevant legislation with references to the European Banking Authority 
(EBA)
, the European Insurance and Occupational Pensions Authority 
(EIOPA)
 or the European Securities and Markets Authority 
(ESMA),
 respectively.












(14a)






The alignment of comitology procedures to the TFEU and, in particular, Articles 290 and 291 thereof, should be effected case by case and be fully completed within three years. In order to take account of the technical developments in the financial markets and to specify the requirements laid down in the amended directives, the Commission should be empowered to adopt delegated acts in accordance with Article 290 TFEU.














(14b)






The European Parliament and the Council should have three months from the date of notification to object to a delegated act. At the initiative of the European Parliament or the Council, that period should be able to be prolonged by three months in regard to significant areas of concern. The European Parliament and the Council may inform the other institutions of their intention not to raise objections. Such early approval of delegated acts is particularly appropriate when deadlines need to be met, for example to meet timetables set in the basic act for the Commission to adopt delegated acts.














(14c)






In Declaration 39 on Article 290 TFEU, annexed to the Final Act of the Intergovernmental Conference which adopted the Treaty of Lisbon, signed on 13 December 2007, the Conference took note of the Commission’s intention to continue to consult experts appointed by the Member States in the preparation of draft delegated acts in the financial services area, in accordance with its established practice.












(15)


The new supervisory architecture established by the ESFS will require national supervisory authorities to cooperate closely with the 
ESA
. Amendments to the relevant legislation should ensure there are no legal obstacles to the information sharing obligations included in the Regulations ▐ establishing the 
ESA
.












(15a)






Confidential information transmitted to or exchanged between competent authorities and the European Securities and Markets Authority or the European Systemic Risk Board should be covered by the obligation of professional secrecy, to which the persons employed or formerly employed by the competent authorities receiving the information are subject.












(16)


The Regulations establishing the ESFS ▐ provide that the 
ESA
 may develop contacts with supervisory authorities from third countries and shall assist in preparing equivalence decisions pertaining to supervisory regimes in third countries. Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (8) and Directive 2006/48/EC should be amended to allow the 
ESA
 to establish cooperation agreements with third countries and exchange information where those third countries can provide guarantees of professional secrecy.










(17)


Having a single consolidated list or register for each category of financial 
firms in the European Union
, which is currently the duty of each national competent authority, will improve transparency and better reflects the single financial market. The 
ESA
 should be given the duty to establish, publish and regularly update registers and lists of financial actors within the 
European Union
. This concerns the list of authorisations of credit institutions granted by national supervisors. It also concerns the register of all investment firms and the list of regulated markets under Directive 2004/39/EC. Similarly, 
ESMA
 should be given the duty to establish, publish and regularly update the list of approved prospectuses and the certificates of approval under Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading ▐ (9).










(18)


In those areas where the 
ESA
 are under an obligation to develop draft technical standards, those draft technical standards should be submitted to the Commission within three years of the creation of the 
ESA unless another deadline is established by the relevant regulation
.












(18a)






The tasks of the ESMA in relation to Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (10) should be without prejudice to the competence of the European System of Central Banks to promote the smooth operation of payment systems, in line with the fourth indent of Article 127(2) TFEU.














(18b)






The technical standards to be drafted by the EIOPA in accordance with this Directive and in relation to Directive 2003/41/EC of the European Parliament and of the Council of 3 June 2003 on the activities and supervision of institutions for occupational retirement provision (11) should be without prejudice to the competences of Member States with regard to prudential requirements on such institutions as provided for in Directive 2003/41/EC.














(18c)






According to Article 13(5) of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading, the competent authority of the home Member State may transfer the approval of a prospectus to the competent authority of another Member State, subject to the agreement of that authority. Article 13(3) of Regulation (EU) No …/2010 [ESMA] requires that, in general, such delegation agreements be notified to the Authority at least one month before they are put into effect. However, given the experience in transfer of approval under Directive 2003/71/EC, which includes shorter deadlines, it is appropriate not to apply Article 13(3) of Regulation (EU) No …/2010 [ESMA] to this situation.














(18d)






The ESA should not at this stage develop draft technical standards on the existing requirements that the persons who effectively direct the business of investment firms, credit institutions, UCITS and their management companies be of sufficiently good repute and sufficiently experienced as to ensure their sound and prudent management. However, given the importance of these requirements, the ESA should give priority to identify the best practices in guidelines and to ensure the convergence of supervisory and prudential practices towards these best practices. They should do the same with respect to prudential requirements relative to the head office of these institutions.














(18e)






The purpose of developing draft technical standards in relation to the Internal Ratings Based approach, the Advanced Measurement Approach and the internal model for market risk approach, as provided for by this Directive, should be to ensure the quality and robustness of such approaches, as well as the consistency of their review by competent authorities. These standards should allow competent authorities to permit institutions to develop different approaches based on their experience and specificities, within the requirements of Directives 2006/48/EC and 2006/49/EC and subject to the requirements of the technical standards.












(19)


Since the objectives of this Directive, namely improving the functioning of the internal market by means of ensuring a high, effective and consistent level of prudential regulation and supervision, protecting depositors, investors and beneficiaries and thereby businesses and consumers, protecting the integrity, efficiency and orderly functioning of financial markets, maintaining the stability 
and sustainability
 of the financial system, 
preserving the real economy, safeguarding public finances
 and strengthening international supervisory coordination, cannot be sufficiently achieved by the Member States and can, therefore, by reason of scale of the action, be better achieved at 
Union
 level, the 
Union
 may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary in order to achieve those objectives.












(19a)






The Commission should, by 1 January 2014, report to the European Parliament and the Council on the submission by the ESA of the draft technical standards provided for in this Directive and present any appropriate proposals.












(20)


Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (12), Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate ▐ (13), Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (14), Directive 2003/41/EC ▐ (15), Directive 2003/71/EC, Directive 2004/39/EC, 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 ▐ (16), 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 (17), Directive 2006/48/EC ▐ (18), 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 (19), and 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) (20) should therefore be amended accordingly,




HAVE ADOPTED THIS DIRECTIVE:

Article 1


Amendments to Directive 98/26/EC

Directive 98/26/EC is amended as follows:






(1)


Article 6(3) is replaced by the following:
‘3.   The Member State referred to in paragraph 2 shall immediately notify 
the European Systemic Risk Board,
 other Member States and the European Securities and Markets Authority established by Regulation 
(EU) No …/2010
 of the European Parliament and of the Council (21)

(ESMA)
.










(2)


In Article 10(1) the first subparagraph is replaced by the following:
‘Member States shall specify the systems, and the respective system operators, which are to be included in the scope of this Directive and shall notify them to 
ESMA
 and inform it of the authorities chosen in accordance with Article 6(2). 
ESMA
 shall publish that information on its website.’.












(2a)






The following Article 10a is inserted:



‘Article 10a



1.
   
Competent authorities shall cooperate with the European Securities and Markets Authority for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [ESMA].




2.
   
Competent authorities shall provide, without delay, ESMA with all the information necessary to carry out its duties, in accordance with Article 20 of Regulation (EU) No …/2010 [ESMA].’.







Article 2


Amendments to Directive 2002/87/EC

Directive 2002/87/EC is amended as follows:






(1)


Article 4 is amended as follows:






(a)


paragraph 2 is replaced by the following:
‘
2.
   The coordinator appointed in accordance with Article 10 shall inform the parent undertaking at the head of a group or, in the absence of a parent undertaking, the regulated entity with the largest balance sheet total in the most important financial sector in a group, that the group has been identified as a financial conglomerate and of the appointment of the coordinator. The coordinator shall also inform the competent authorities which have authorised regulated entities in the group and the competent authorities of the Member State in which the mixed financial holding company has its head office, and the Joint Committee of the European Supervisory Authorities established by Articles 
40
 of Regulation 
(EU) No …/2010 [EBA], of
 Regulation 
(EU) No …/2010 [EIOPA]
 and 
of
 Regulation 
(EU) No …/2010 [ESMA]
 of the European Parliament and of the Council (22) (hereinafter “Joint Committee”).










(b)


the following paragraph ▐ is added:
‘3.   The 
JCESA
 shall publish 
on its website and keep up-to-date
 the list of identified financial conglomerates. 
That information shall be available by hyperlink on each of the European Supervisory Authority’s websites.
’.
















(1a)






In Article 9(2), the following point is added:










‘(ca)






the development of a detailed resolution regime, to be updated regularly and reviewed at least annually, comprising a structured early intervention mechanism, prompt corrective actions and a bankruptcy contingency plan.’.


















(1b)






The title of Section III is replaced by the following:














(1c)






The following article is inserted in Section 3:



‘Article -10



The Joint Committee shall, in accordance with Article 42 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA], ensure coherent cross-sectoral and cross-border supervision and compliance with EU legislation.’.














(1d)






Article 10(1) is replaced by the following:




‘1.
   
In order to ensure adequate supplementary supervision of the regulated entities in a financial conglomerate, a single coordinator, responsible for coordination and exercise of supplementary supervision, shall be appointed from among the competent authorities of the Member States concerned, including those of the Member State in which the mixed financial holding company has its head office. The identity of the coordinator shall be published on the website of the JCESA.’.














(1e)






In Article 11(1), the second subparagraph is replaced by the following:




‘In order to facilitate and establish supplementary and European supervision on a broad legal basis, the coordinator, and the other relevant competent authorities, and where necessary other competent authorities concerned, shall have coordination arrangements in place. The coordination arrangements may entrust additional tasks to the coordinator and may specify the procedures for the decision-making process among the relevant competent authorities as referred to in Articles 3 and 4, Article 5(4), Article 6, Article 12(2) and Articles 16 and 18, and for cooperation with other competent authorities.




In accordance with Article 8 and the procedure set out in Article 42 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA], the JCESA shall develop guidelines aimed at the convergence of supervisory practices with regard to the consistency of supervisory coordination arrangements in accordance with Article 131a of Directive 2006/48/EC and Article 248(4) of Directive 2009/138/EC.’.














(1f)






In Article 12(1), the third subparagraph is replaced by the following:




‘The competent authorities may also exchange with the following authorities such information as may be needed for the performance of their respective tasks, regarding regulated entities in a financial conglomerate, in line with the provisions laid down in the sectoral rules: central banks, the European System of Central Banks, the European Central Bank and the European Systemic Risk Board in accordance with Article 21 of Regulation (EU) No …/2010 [ESRB].’.














(1g)






The following article is inserted:



‘Article 12a



1.
   
The competent authorities shall cooperate with the JCESA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [EBA], Regulation (EU) No …/2010 [EIOPA], and Regulation (EU) No …/2010 [ESMA].




2.
   
The competent authorities shall without delay provide the JCESA with all information necessary to carry out its duties, in accordance with Article 20 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA].’.














(1h)






Article 14(1) is replaced by the following:




‘1.
   
Member States shall ensure that there are no legal impediments within their jurisdiction preventing the natural and legal persons included within the scope of supplementary and European supervision, whether or not a regulated entity, from exchanging amongst themselves any information which would be relevant for the purposes of supplementary and European supervision and from exchanging information in accordance with this Directive and with the European Supervisory Authorities in accordance with Article 20 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA], where necessary through the JCESA.’.














(1i)






The second paragraph of Article 16 is replaced by the following:




‘Without prejudice to Article 17(2), the JCESA and Member States may determine what measures may be taken by the competent authorities with respect to mixed financial holding companies. In accordance with Article 8 and the procedure set out in Article 42 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA], the JCESA may develop guidelines for measures in relation to mixed financial holding companies.’.












(2)


Article 18(1) is replaced by the following:
‘Without prejudice to the sectoral rules, 
where
 Article 5(3) 
applies, the
 competent authorities shall verify whether the regulated entities, the parent undertaking of which has its head office 
in a third country
 are subject to supervision by 
that
 third 
country’s
 competent authority, which is equivalent to that provided for by the provisions of this Directive on the supplementary supervision of regulated entities referred to in Article 5(2). The verification shall be carried out by the competent authority which would be the coordinator if the criteria set out in Article 10(2) were to apply, on the request of the parent undertaking or of any of the regulated entities authorised in the 
Union
 or on its own initiative.
That competent authority shall consult the other relevant competent authorities, and ▐ any applicable 
guidelines
 prepared through the 
JCESA
 in accordance with 
Articles 8 and 42 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA]
. For this purpose the competent authority shall consult the 
JCESA
 before taking a decision.’.












(2a)






In Article 18 the following paragraph is inserted:




‘1a.
   
Where a competent authority decides that a third country has equivalent supervision contrary to the opinion of another relevant competent authority, the latter may bring the matter to the attention of JCESA, which may act in accordance with Article 11 of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA] and of Regulation (EU) No …/2010 [ESMA].’.














(2b)






Article 19(2) is replaced by the following:




‘2.
   
Without prejudice to Article 218(1) and (2) TFEU, the Commission shall, with the assistance of the JCESA, 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.’.












(3)


The title of Chapter III before Article 20 is replaced by the following:










(4)


In Article 20(1)
, the first subparagraph is replaced by the following:




‘1.
   
The Commission shall adopt by means of delegated acts in accordance with Articles 21, 21a and 21b, the adaptations to be made to this Directive in the following areas:










(a)






a more precise formulation of the definitions referred to in Article 2 in order to take account of developments in financial markets in the application of this Directive;














(b)






a more precise formulation of the definitions referred to in Article 2 in order to ensure consistent harmonisation and uniform application of this Directive in the Union;














(c)






the alignment of terminology and the framing of definitions in the Directive in accordance with subsequent Union acts on regulated entities and related matters;














(d)






a more precise definition of the calculation methods set out in Annex I in order to take account of developments on financial markets and prudential techniques;














(e)






coordination of the provisions adopted pursuant to Articles 7 and 8 and Annex II with a view to encouraging consistent harmonisation and uniform application within the Union.’.
















(5)


Article 21 
is amended as follows:










(a)






paragraph 2 is replaced by the following:




‘2.
   
The power to adopt delegated acts as referred to in Article 20(1) shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest six months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 21b.’.














(b)






the following paragraphs are inserted:




‘2a.
   
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.




2b.
   
The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Article 21a and 21b.’.














(c)






paragraph 3 is deleted.














(d)






paragraph 4 is replaced by the following:




‘4.
   
The JCESA may give general guidelines as to whether the supplementary supervision arrangements of competent authorities in third countries are likely to achieve the objectives of the supplementary supervision as defined in this Directive, in relation to the regulated entities in a financial conglomerate, the head of which has its head office outside the Union. The JCESA shall keep any such guidelines under review and take into account any changes to the supplementary supervision carried out by such competent authorities.’.














(e)






paragraph 5
 is deleted.














(6)


The following 
articles are
 inserted:

‘Article 21a


Revocation of the delegation



1.
   
The delegation of powers referred to in Article 20(1) may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.



Article 21b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.



Article 21c


Technical Standards

1.   In order to ensure 
consistent harmonisation and
 uniform application of this Directive, the European Supervisory Authorities, in accordance with Articles 42 of Regulation 
(EU) No …/2010 [EBA]
, Regulation 
(EU) No …/2010 [EIOPA]
, and Regulation 
(EU) No …/2010 [ESMA]
 may develop ▐:






(a)




draft regulatory standards with regard to
 Article 2(11) in order to 
specify
 the ▐ application of Article 17 of Council Directive 78/660/EEC (23) in the context of this Directive;










(b)




draft regulatory standards with regard to
 Article 2(17) in order to 
establish
 procedures 
or specify criteria
 for the determination of “relevant competent authorities”;










(c)




draft regulatory standards with regard to
 Article 3(5) in order to 
specify
 the alternative parameters for the identification of a financial conglomerate;










(d)




draft implementing standards with regard to
 Article 6(2) in order to 
ensure uniform
 application of the calculation methods listed in Annex I part II, but without prejudice to Article 6(4);










(e)




draft implementing standards with regard to
 Article 7(2) in order to 
ensure uniform application of the procedures
 for including the items within the scope of the definition of “risk concentrations” in the supervisory overview referred to in the second subparagraph 
of that Article
;










(f)




draft implementing standards with regard to
 Article 8(2) in order to 
ensure uniform application of the procedures
 for including the items within the scope of the definition of “intra group transactions” in the supervisory overview referred to in the third subparagraph 
of that Article
.




2.   
Power is delegated to the Commission to adopt the draft regulatory standards referred to in points (a), (b) and (c) of paragraph 1 in accordance with the procedure laid down in Articles 7 to 7d of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA]. Power is conferred on the Commission to adopt the draft implementing technical standards referred to in points (d), (e) and (f) of paragraph 1 in accordance with Article 7e of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA]
.’.





Article 3


Amendments to Directive 2003/6/EC

Directive 2003/6/EC is amended as follows:








(-1)






Article 1 is amended as follows:










(a)






point 5 is replaced by the following:




‘5.
   
“Accepted market practices” shall mean practices that are reasonably expected in one or more financial markets and are accepted by the competent authority in accordance with standards adopted by the Commission in accordance with the delegated acts procedure laid down in Articles 17, 17 a and 17b.




The European Securities and Markets Authority (ESMA), established by Regulation (EU) No …/2010 of the European Parliament and of the Council may develop draft implementing technical standards to ensure uniform conditions of application of delegated acts adopted by the Commission in accordance with the first and third subparagraphs in relation to accepted market practices.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the second subparagraph in accordance with Article 7e of Regulation (EU) No …/2010 [ESMA].’.














(b)






the second paragraph, is replaced by the following:




‘In order to take account of developments on financial markets and to ensure uniform application of this Directive in the Union, the Commission shall lay down, by means of delegated acts, measures concerning points 1, 2 and 3 of this Article. Those measures shall be adopted in accordance with the delegated acts procedure referred to in Articles 17, 17a and 17b.’.


















(-1a)






Article 6 is amended as follows:










(a)






in paragraph 10, the second subparagraph is replaced by the following:




‘Those measures shall be adopted in accordance with the delegated acts procedure referred to in Articles 17, 17a and 17b.’.














(b)






the following paragraph is added:




‘10a.
   
ESMA may develop draft implementing technical standards to ensure consistent harmonisation and uniform conditions of application of the legally binding Union acts adopted by the Commission in accordance with the sixth indent of the first subparagraph of paragraph 10.




Power is are conferred on the Commission to adopt the draft implementing technical standards referred to in the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010 [ESMA].’.


















(-1b)






Article 8 is amended as follows:










(a)






the existing text is numbered as paragraph 1 and is replaced by the following:




‘1.
   
The prohibitions provided for in this Directive shall not apply to trading in own shares in “buy-back” programmes or to the stabilisation of a financial instrument provided such trading is carried out in accordance with implementing measures. Those measures shall be adopted in accordance with the delegated acts procedure referred to in Article 17, 17a and 17b.’;














(b)






the following paragraph is added:




‘1a.
   
ESMA may develop draft implementing technical standards to ensure uniform conditions of application of delegated acts adopted by the Commission in accordance with paragraph 1.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010 [ESMA].’.


















(-1c)






Article 14(4) is replaced by the following:




‘(4)
   
Member States shall provide ESMA annually with aggregated information regarding all administrative measures and sanctions imposed in accordance with paragraphs 1 and 2.




The competent authority shall report to ESMA at the same time all sanctions which are disclosed to the public in accordance with the first subparagraph. Where a published sanction relates to an investment firm authorised in accordance with Directive 2004/39/EC, ESMA shall add a reference to the published sanction in the register of investment firms established under Article 5(3) of Directive 2004/39/EC.’.














(-1d)






The following article is inserted:



‘Article 15a



1.
   
The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [ESMA].




2.
   
The competent authorities shall, without delay, provide ESMA with all information necessary to carry out its duties, in accordance with Article 20 of Regulation (EU) No …/2010 [ESMA].’.












(1)


▐ Article 16 
is amended as follows:










(a)






in paragraph 2,
 the fourth subparagraph is replaced by the following:
‘Without prejudice to 
the provisions of Article 258 TFEU
, a competent authority whose request for information is not acted upon within a reasonable time or whose request for information is rejected may bring that rejection or absence of action within a reasonable timeframe to the attention of 
ESMA. In such a case, ESMA
 may act in accordance with 
Article 11 of Regulation (EU) No …/2010 [ESMA], without prejudice to the possibilities for refusing to act on a request for information foreseen in the second subparagraph and to the possibility of ESMA acting in accordance with Article 9 of that Regulation in these cases.
’;












(b)






in paragraph 4,
 the fifth subparagraph is replaced by the following:
‘Without prejudice 
to the provisions of Article 258 TFEU
, a competent authority whose application to open an inquiry or whose request for authorisation for its officials to accompany those of the other Member State’s competent authority is not acted upon within a reasonable time or is rejected may bring that rejection or absence of action within a reasonable timeframe to the attention of 
ESMA. In such a case, ESMA
 may act in accordance with 
Article 11 of Regulation (EU) No …/2010 [ESMA], without prejudice to the possibilities for refusing to act on a request for information provided in the fourth subparagraph of Article 16(4) and to the possibility of ESMA acting in accordance with Article 9 of that Regulation in these cases.
’;












(c)




paragraph 5 is replaced by the following:
‘
5.
   In order to ensure uniform 
conditions of
 application of paragraphs 2 and 4, 
ESMA
 may develop draft 
implementing
 technical standards 
on the procedures and forms
 for exchange of information and 
for
 cross-border inspections 
as referred to in this Article
.


Power is conferred on
 the Commission 
to
 adopt 
the
 draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e of Regulation (EU) No …/2010 [ESMA].
’.
















(1a)






Article 17 is amended as follows:










(a)






paragraph 2a is replaced by the following:




‘2a.
   
The power to adopt delegated acts referred to in Articles 1, Article 6(10), Article 8, Article 14(2) and Article 16(5) shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest 6 months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 17a.’;














(b)






the following paragraphs are inserted:




‘2aa.
   
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.




2ab.
   
The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 17a and 17b.’;














(c)






paragraph 3 is deleted.


















(1b)






The following articles are inserted:



‘Article 17a


Revocation of the delegation



1.
   
The delegation of powers referred to in Article 1, Article 6(10), Article 8, Article 14(2) and Article 16(5) may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.



Article 17b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institutions which objects shall state the reasons for objecting to the delegated act.’.







Article 4


Amendments to Directive 2003/41/EC

Directive 2003/41/EC is amended as follows:








(-1)






Article 9 is amended as follows:










(a)






point (a) is replaced by the following:










‘(a)






the institution is registered in a national register by the competent supervisory authority or authorised; in the case of cross-border activities referred to in Article 20, the register shall also indicate the Member States in which the institution is operating; that information shall be communicated to the European Insurance and Occupational Pension Authority (EIOPA), which shall publish it on its website;’;


















(b)






paragraph 5 is replaced by the following:




‘5.
   
In the case of cross-border activity as referred to in Article 20, the conditions of operation of the institution shall be subject to a prior authorisation by the competent authorities of the home Member State. When giving such authorisation, Member States shall immediately inform EIOPA.’.
















(1)


Article 13 is amended as follows:






(a)


the existing text is numbered as paragraph 1;










(b)


the following paragraph ▐ is added:
‘2.   
EIOPA,
 established by Regulation 
(EU) No …/2010, may
 develop draft 
implementing standards on the forms and formats for the documents listed in paragraph 1(c)(i) to (vi)
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.
















(1a)






In Article 14(4), the second subparagraph is replaced by the following:




‘Any decision to prohibit the activities of an institution shall contain detailed reasons and be notified to the institution in question. It shall also be notified to EIOPA.’.














(1b)






In Article 15(6), the first subparagraph is replaced by the following:




‘6.
   
With a view to further harmonisation of the rules regarding the calculation of technical provisions which may be justified – in particular the interest rates and other assumptions influencing the level of technical provisions – the Commission, drawing on advice from EIOPA, shall every two years or at the request of a Member State, issue a report on the situation concerning the development in cross-border activities.’.












(2)


In Article 20, the following paragraph ▐ is added:
‘11.   ▐ Member States 
shall report to EIOPA their national
 provisions of prudential nature relevant to the field of occupational pension schemes
,
 which are not covered by the reference to national social and labour law in paragraph 1. ▐


Member States shall update that information on a regular basis and at least every two years and EIOPA shall make this information available on its website.




In order to ensure uniform application of this paragraph, EIOPA shall develop draft implementing technical standards on the procedures to be followed and formats and templates to be used by competent authorities of the Member States when transmitting and updating the relevant information to the EIOPA. The Authority shall submit those draft implementing technical standards to the Commission by 1 January 2014.




Power is conferred on
 the Commission to adopt the draft 
implementing
 technical standards referred to in the 
third
 subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [EIOPA].’.












(2a)






Article 21 is amended as follows:










(a)






the title is replaced by the following:














(b)






the following paragraph is inserted:




‘2a.
   
The competent authorities shall cooperate with EIOPA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [EIOPA].




The competent authorities shall without delay provide EIOPA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No …/2010 [EIOPA], in accordance with Article 20 of that Regulation.’;














(c)






paragraph 3 is replaced by the following:




‘3.
   
Each Member State shall inform the Commission and EIOPA of any major difficulties to which the application of this Directive gives rise.




The Commission, the EIOPA and the competent authorities of the Member States concerned shall examine such difficulties as quickly as possible in order to find an appropriate solution.’.











Article 5


Amendments to Directive 2003/71/EC

Directive 2003/71/EC is amended as follows:








(-1)






In Article 4 the following paragraph is inserted:




‘3a.
   
In order to ensure consistent harmonisation of this Directive, the European Securities and Markets Authority (ESMA) may develop draft regulatory technical standards to specify the exemptions concerning the points (a), (d) and (e) of paragraph 1 and points (a), (b), (e), (f), (g), and (h) of paragraph 2.




Power is conferred on the Commission to adopt the draft regulatory technical standards referred to in the first subparagraph in accordance with Article 7a to 7 d of Regulation (EU) No …/2010 [ESMA].’.














(-1a)






In Article 5(2), the following subparagraphs are added:




‘In order to ensure uniform conditions of application of this Directive, ESMA shall develop draft implementing technical standards in order to ensure uniform application of the delegated acts adopted by the Commission in accordance with paragraph 5 in relation to a uniform template for the presentation of the summary and to allow investors to compare the security concerned with other relevant products.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010 [ESMA].’.














(-1b)






In Article 7, the following paragraph is added:




‘3a.
   
ESMA may develop draft implementing technical standards in order to ensure uniform application of delegated acts adopted by the Commission in accordance with paragraph 1.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010
 [ESMA].’.










(1)


In Article 8, the following paragraph ▐ is added:
‘5.   
ESMA may
 develop draft 
implementing
 technical standards to 
ensure uniform
 conditions of application of 
delegated acts
 adopted by the Commission 
in accordance with
 paragraph 4. The Authority shall submit those draft technical standards to the Commission by 1 January 2014.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(2)


Article 13 is amended as follows:






(a)


in paragraph 2, the following subparagraph is added:
‘The competent authority shall notify 
ESMA
 of the approval of the prospectus 
and the supplement thereto
 at the same time as 
that
 approval is notified to the issuer, the offeror or the person asking for admission to trading on a regulated market, as the case may be. 
The competent authorities shall notify ESMA at the same time and provide it with a copy of the said prospectus and the supplement thereto.
’;










(b)


paragraph 5 is replaced by the following:
‘5.   The competent authority of the home Member State may transfer the approval of a prospectus to the competent authority of another Member State, subject to prior notification to 
ESMA
 and the agreement of the competent authority. This transfer shall be notified to the issuer, the offeror or the person asking for admission to trading on a regulated market within three working days from the date of the decision taken by the competent authority of the home Member State. The time limit referred to in paragraph 2 shall apply from that date. 
Article 13(3) of Regulation (EU) No …/2010 [ESMA] shall not apply to the transfer of the approval of the prospectus in accordance with this paragraph.




In order to ensure uniform conditions of application of this Directive and to facilitate communications between supervisors and with ESMA, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the notifications provided for in this paragraph.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the second subparagraph in accordance with Article 7e of Regulation (EU) No …/2010 [ESMA].’
.














(3)


▐ Article 14 
is amended as follows:










(a)






paragraph 1 is replaced by the following:




‘1.
   
Once approved, the prospectus shall be filed with the competent authority of the home Member State and shall be accessible to ESMA through the competent authority and shall be made available to the public by the issuer, offeror or person asking for admission to trading on a regulated market as soon as practicable and in any case, at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public or the admission to trading of the securities involved. In addition, in the case of an initial public offer of a class of shares not already admitted to trading on a regulated market that is to be admitted to trading for the first time, the prospectus shall be available at least six working days before the end of the offer.’;














(b)




the following paragraph ▐ is inserted:
‘4a.   
ESMA
 shall publish on its website the list of prospectuses approved in accordance with Article 13, including, if applicable, a hyperlink to the prospectus published on the website of the competent authority of the home Member State, or on the website of the issuer, or on the website of the regulated market. The published list shall be kept up-to-date and 
each item
 shall remain on the website for a period of at least 12 months.’.














(4)


In Article 16, the following paragraph ▐ is added:
‘3.   In order to ensure 
consistent harmonisation, to specify the requirements laid down in this Article
 and to take account of technical developments on financial markets, 
ESMA
 shall develop draft 
regulatory
 standards to 
specify situations where a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus requires
 a supplement to the prospectus 
to be published, ESMA
 shall submit those draft 
regulatory
 standards to the Commission by 1 January 2014.


Power is delegated to the Commission to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(5)


▐ Article 17 
is amended as follows:










(a)




paragraph 1 is replaced by the following:
‘1.   Without prejudice to Article 23, where an offer to the public or admission to trading on a regulated market is provided for in one or more Member States, or in a Member State other than the home Member State, the prospectus approved by the home Member State and any supplements thereto shall be valid for the public offer or the admission to trading in any number of host Member States, provided that 
ESMA
 and the competent authority of each host Member State 
are
 notified in accordance with Article 18. Competent authorities of host Member States shall not undertake any approval or administrative procedures relating to prospectuses.’;












(b)






paragraph 2 is replaced by the following:




‘2.
   
If significant new factors, material mistakes or inaccuracies come to light after approval of the prospectus, as referred to in Article 16, the competent authority of the home Member State shall require the publication of a supplement to be approved in accordance with Article 13(1). ESMA and the competent authority of the host Member State may inform the competent authority of the home Member State of the need for new information.’.
















(6)


In Article 18, the following paragraphs ▐ are added:
‘3.   The competent authority of the home Member State shall notify 
ESMA of
 the certificate of approval of the prospectus at the same time as it is notified to the competent authority of the host Member State.


ESMA
 and the competent authority of the host Member State shall publish on their websites the list of certificates of approval 
of prospectuses (including, if applicable, supplements thereto) which are
 notified in accordance with this Article, including, if applicable, a hyperlink to 
these items
 published on the website of the competent authority of the home Member State, or on the website of the 
issuer
, or on the website of the regulated market. The published list shall be kept up-to-date and 
each item
 shall remain on the websites for a period of at least 12 months.
4.   In order to ensure uniform application of this Directive and to take account of technical developments on financial markets, 
ESMA
 may develop draft 
implementing
 standards to 
establish standard forms, templates and procedures
 for the notification of the certificate of approval, the copy of the prospectus, the translation of the summary and any supplement to the prospectus.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(7)


▐ Article 21 
is amended as follows:










(a)






the following paragraphs are inserted:




‘1a.
   
The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [ESMA].




1b.
   
The competent authorities shall without delay provide ESMA with all information necessary to carry out its duties, in accordance with Article 20 of Regulation (EU) No …/2010 [ESMA].’;














(b)






in paragraph 2,
 the third subparagraph is replaced by the following:
‘Member States shall inform the Commission, 
ESMA
 and the competent authorities of other Member States of any arrangements entered into with regard to delegation of tasks, including the precise conditions regulating such delegation.’;












(c)






in paragraph 4, the following subparagraph is added:




‘The Authority shall be able to participate in on-site inspections under point (d) carried out jointly by two or more competent authorities’.
















(8)


Article 22 is amended as follows:






(a)


paragraph 3 is replaced by the following:
‘3.   Paragraph 1 shall not prevent the competent authorities from exchanging confidential information or from transmitting confidential information to 
ESMA
 or the European Systemic Risk Board
, subject to constraints relating to firm-specific information and effects on third countries as provided for in Regulation (EU) No …/2010 [ESMA] and Regulation (EU) No …/2010 [ESRB] respectively
. Information exchanged between competent authorities and 
ESMA
 or the European Systemic Risk Board shall be covered by the obligation of professional secrecy, to which the persons employed or formerly employed by the competent authorities receiving the information are subject.’;










(b)


the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation of this Article and
 to take account of technical developments on financial markets, 
ESMA shall
 develop draft 
regulatory
 standards to 
specify the information required in paragraph 2
.


Power is conferred on
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
the procedure laid down in Articles 7 to 7d of Regulation (EU) No …/2010
 [ESMA].’.
















(8a)






Article 23 is replaced by the following:



‘Article 23


Precautionary measures



1.
   
Where the competent authority of the host Member State finds that irregularities have been committed by the issuer or by the financial institutions in charge of the public offer or that the issuer has breached its obligations by reason of the fact that securities are admitted to trading on a regulated market, it shall refer those findings to the competent authority of the home Member State and to ESMA.




2.
   
If, despite the measures taken by the competent authority of the home Member State or because such measures prove inadequate, the issuer or the financial institution in charge of the public offer persists in breaching the relevant legal or regulatory provisions, the competent authority of the host Member State, after informing the competent authority of the home Member State and ESMA, shall take all appropriate measures in order to protect investors and shall inform the Commission and ESMA thereof at the earliest opportunity.’.







Article 6


Amendments to Directive 2004/39/EC

Directive 2004/39/EC is amended as follows:








(-1)






Article 2(3) is replaced by the following:




‘3.
   
In order to take account of developments on financial markets and to ensure uniform application of this Directive, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, in respect of the exemptions provided for in points (c)(i) and (k), define the criteria for determining when an activity is to be considered as ancillary to the main business on a group level as well as for determining when an activity is provided in an incidental manner.’.














(-1a)






Article 4(2) is replaced by the following:




‘2.
   
In order to take account of developments on financial markets and to ensure uniform application of this Directive, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, clarify the definitions laid down in paragraph 1 of this Article.’.












(1)


Article 5(3) is replaced by the following:
‘3.   Member States shall ▐ register ▐ all investment firms. The register shall be publicly accessible and shall contain information on the services or activities for which the investment firm is authorised. It shall be updated on a regular basis. 
Every authorisation shall be notified to the European Securities and Markets Authority (ESMA).




ESMA
 shall establish a list of all investment firms in the 
Union. The list shall contain information on the services or activities for which the investment firm is authorised and it shall be updated on a regular basis. ESMA
 shall publish 
and keep up-to-date
 that list 
on its website
.


Where a competent authority has withdrawn an authorisation in accordance with Article 8(b) to (d), the withdrawal shall be published on the list for a period of five years.
’.










(2)


In Article 7, the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation
 of this Article and of 
Article 9(2) to (4), Article 10(1) and (2), and Article 12, ESMA shall
 develop draft 
regulatory
 standards to:








(a)






specify the information to be provided to the competent authorities under Article 7(2) including the programme of operations;














(b)






specify the requirements applicable to the management of investment firms under Article 9(4), and the information for the notifications foreseen in Article 9(2);














(c)






specify the requirements applicable to shareholders and members with qualifying holdings, as well as obstacles which may prevent effective exercise of the supervisory functions of the competent authority, as foreseen in Article 10(1) and (2).








The Authority shall submit the draft technical regulatory standards referred to in points (a) and (b) to the Commission by 1 January 2014.




Power is delegated to the Commission to adopt the draft regulatory technical standards referred to in points a, b, c in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of Article 7(2) and Article 9(2), ESMA may develop draft implementing technical standards to determine standard forms, templates and procedures for the notification or provision of information provided for in those Articles.




The Authority shall submit the draft implementing technical regulatory standards referred to in subparagraph 4 the Commission by 1 January 2014.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the fourth subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.














(2a)






In Article 8 the following paragraph is added:




‘Every withdrawal of authorisation shall be notified to ESMA.’.












(3)


In Article 10a, the following paragraph ▐ is added:
‘8.   In order to ensure 
consistent harmonisation
 of this Article, 
ESMA
 shall develop draft 
regulatory
 standards to 
establish an exhaustive list of information, referred to in paragraph 4, to be included by proposed acquirers in their notification, without prejudice to Article 10a(2).




The Authority shall submit those draft regulatory technical standards to the Commission by 1 January 2014.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of Articles 10, 10a and 10b, ESMA shall develop draft implementing technical standards to determine standard forms, templates and procedures for
 the modalities of the consultation process between the relevant competent authorities as referred to in Article 10(4).


The Authority shall submit those draft technical standards to the Commission by 1 January 2014.




Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the 
third
 subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.












(3a)






In Article 10b(1), the second subparagraph is replaced by the following:




‘In order to take account of developments on financial markets, and to ensure the uniform application of this Directive, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures which adjust the criteria set out in the first subparagraph of this paragraph.’.














(3b)






Article 13(10) is replaced by the following:




‘In order to take account of developments on financial markets, and to ensure the uniform application of paragraph 2 to 9, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt implementing measures which specify the concrete organisational requirements to be imposed on investment firms performing different investment services and/or activities and ancillary services or combination thereof.’.














(3c)






Article 15 is amended as follows










(a)






paragraph 1 is replaced by the following:




‘1.
   
Member States shall inform the Commission and ESMA of any general difficulties which their investment firms encounter in establishing themselves or providing investment services and/or performing investment activities in any third country.’;














(b)






paragraph 2 is replaced by the following:




‘2.
   
Whenever it appears to the Commission, on the basis of information submitted to it under paragraph 1, that a third country does not grant Union investment firms effective market access comparable to that granted by the Union to investment firms from that third country, the Commission, taking into account guidance issued by the European Securities and Markets Authority, shall submit proposals to the Council for an appropriate mandate for negotiation with a view to obtaining comparable competitive opportunities for Union investment firms. The Council shall act by qualified majority.




The European Parliament shall be immediately and fully informed at all stages of the procedure in accordance with Article 217 TFEU.




The Authority shall assist the Commission for the purposes of this Article.’.


















(3d)






In Article 16(2), the following subparagraph is added:




‘The European Securities and Markets Authority may develop guidelines regarding the monitoring methods referred to in this Article.’.














(3e)






In Article 18(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to take account of developments on financial markets, and to ensure consistent harmonisation and the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b:’.














(3f)






In Article 19(6), the first indent is replaced by the following:










‘—






the above services relate to shares admitted to trading on a regulated market or in an equivalent third country market, money market instruments, bonds or other forms of securitised debt (excluding those bonds or securitised debt that embed a derivative), UCITS and other non-complex financial instruments. A third country market shall be considered as equivalent to a regulated market if it complies with equivalent requirements to those established under Title III. The Commission and ESMA shall publish on their website a list of those markets that are to be considered as equivalent. This list shall be updated periodically. ESMA shall assist the Commission in this assessment of third country markets.’.


















(3g)






In Article 19(10), the introductory part of the first subparagraph is replaced by the following:




‘10.
   
In order to ensure the necessary protection of investors and the uniform application of paragraphs 1 to 8, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures to ensure that investments firms comply with the principles set out therein when providing investment or ancillary services to their clients. Those measures shall take into account:’.














(3h)






In Article 21(6), the introductory part of the first subparagraph is replaced by the following:




‘6.
   
In order to ensure the protection necessary to investors, the fair and orderly functioning of markets, and to ensure the uniform application of paragraphs 1, 3 and 4, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures concerning:’.














(3i)






In Article 22(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to ensure that measures for the protection of investors and fair and orderly functioning of markets take account of technical developments in financial markets, and to ensure the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures which define:’.














(3j)






In Article 23(3), the first subparagraph is replaced by the following:




‘3.
   
Member States that decide to allow investment firms to appoint tied agents shall establish a public register. Tied agents shall be registered in the public register in the Member State where they are established. ESMA shall publish on its website references/hyperlinks to the public registers established under this Article by the Member States that decide to allow investment firms to appoint tied agents.’.














(3k)






In Article 24(5), the introductory part of the first subparagraph is replaced by the following:




‘5.
   
In order to ensure consistent harmonisation and the uniform application of paragraphs 2, 3 and 4 in the light of changing market practice and to facilitate the effective operation of the single market, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, define:’.














(3l)






Article 25 is amended as follows:










(a)






paragraph 1 is replaced by the following:




‘1.
   
Without prejudice to the allocation of responsibilities for enforcing the provisions of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse), Member States coordinated by ESMA in accordance with Article 16 of Regulation (EU) No …/2010 [ESMA] shall ensure that appropriate measures are in place to enable the competent authority to monitor the activities of investment firms to ensure that they act honestly, fairly and professionally and in a manner which promotes the integrity of the market.’.














(b)






paragraph 2 is replaced by the following:




‘2.
   
Member States shall require investment firms to keep at the disposal of the competent authority, for at least five years, the relevant data relating to all transactions in financial instruments which they have carried out, whether on own account or on behalf of a client. In the case of transactions carried out on behalf of clients, the records shall contain all the information and details of the identity of the client, and the information required under Council Directive 91/308/EEC of 10 June 1991 on prevention of the use of the financial system for the purpose of money laundering.




ESMA may request access to that information in accordance with the procedure and under the conditions set out in Article 20 of Regulation (EU) No …/2010’.














(c)






paragraph 7 is replaced by the following:




‘7.
   
In order to ensure that measures for the protection of market integrity are modified to take account of technical developments in financial markets, and to ensure consistent harmonisation and the uniform application of paragraphs 1 to 5, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, define the methods and arrangements for reporting financial transactions, the form and content of these reports and the criteria for defining a relevant market in accordance with paragraph 3.’.


















(3m)






Article 27 is amended as follows:










(a)






paragraph 2 is replaced by the following:




‘2.
   
The competent authority of the most relevant market in terms of liquidity as defined in Article 25 for each share shall determine at least annually, on the basis of the arithmetic average value of the orders executed in the market in respect of that share, the class of shares to which it belongs. That information shall be made public to all market participants and transmitted to the European Securities and Markets Authority. The European Securities and Markets Authority shall publish this information on its website.’;














(b)






in paragraph 7, the introductory part of the first subparagraph is replaced by the following:




‘7.
   
In order to ensure the uniform application of paragraphs 1 to 6, in a manner which supports the efficient valuation of shares and maximises the possibility of investments firms of obtaining the best deal for their client, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures which:’.


















(3n)






In Article 28(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to ensure the transparent and orderly functioning of markets and the uniform application of paragraph 1, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures which:’.














(3o)






In Article 29(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to ensure the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures as regards:’.














(3p)






In Article 30(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to provide for the efficient and orderly functioning of financial markets, and ensure the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures in respect of:’.












(4)


▐ Article 31 
is amended as follows:










(a)






in paragraph 2, the second subparagraph is replaced by the following:




‘In cases where the investment firm intends to use tied agents, the competent authority of the home Member State of the investment firm shall, at the request of the competent authority of the host Member State and within a reasonable time, communicate the identity of the tied agents that the investment firm intends to use in that Member State. The host Member State may make public such information. The European Securities and Markets Authority may request access to that information in accordance with the procedure and under the conditions set out in Article 20 of Regulation (EU) No …/2010.’.














(b)




the following paragraph 7 is added:
‘7.   In order to ensure 
consistent harmonisation
 of this Article 
ESMA
 may develop draft 
regulatory
 standards to 
specify the information to be notified in accordance with
 paragraphs 2
,
 4 and ▐ 6 ▐.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
. (ESMA).


In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the transmission of information in accordance with paragraphs 3, 4 and 6.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’
.














(5)


In Article 32, the following paragraph ▐ is added:
‘10.   In order to ensure 
consistent harmonisation
 of ▐ this Article, 
ESMA
 may develop draft 
regulatory
 standards to 
specify the information to be notified in accordance with
 paragraphs 2, 4 
and 9
.


Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the transmission of information in accordance with paragraphs 3 and 9.


Power is conferred on the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the 
third
 subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
. ▐ ’.












(5a)






In Article 36, the following paragraph is added:




‘5a.
   
ESMA shall be notified of any withdrawal of authorisation.’.














(5b)






In Article 39, the following paragraph is added:




‘1a.
   
In order to take account of developments in financial markets and to ensure consistent harmonisation and uniform application of this Article, ESMA shall develop draft implementing technical standards to determine the conditions of application of point (d). The Authority shall submit those draft technical standards to the Commission by 1 January 2014.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.














(5c)






In Article 40(6), the introductory wording of the first subparagraph is replaced by the following:




‘6.
   
In order to ensure consistent harmonisation and the uniform application of paragraphs 1 to 5, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b:’.














(5d)






Article 41(2) is replaced by the following:




‘2.
   
A competent authority which requests the suspension or removal of a financial instrument from trading on one or more regulated markets shall immediately make public its decision and inform the European Securities and Markets Authority and the competent authorities of the other Member States. Save where it is likely to cause significant damage to the investors’ interests or the orderly functioning of the internal market, the competent authorities of the other Member States shall request the suspension or removal of that financial instrument from trading on the regulated markets and MTFs that operate under their supervision.’.














(5e)






Article 42 is amended as follows:










(a)






in paragraph 6, the second subparagraph is replaced by the following:




‘The regulated market shall communicate to the competent authority of its home Member State the Member State in which it intends to provide such arrangements. The competent authority of the home Member State shall communicate that information to the Member State in which the regulated market intends to provide such arrangements within one month. ESMA may request access to that information in accordance with the procedure and under the conditions set out in Article 20 of Regulation (EU) No …/2010.’;














(b)






the following paragraph is added




‘7a.
   
In order to take account of developments in financial markets and to ensure consistent harmonisation and uniform application of this Article, ESMA shall develop draft technical standards to determine the conditions of application of paragraph 1. The Authority shall submit those draft implementing technical standards to the Commission by 1 January 2014.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.


















(5f)






In Article 44(3), the introductory part of the first subparagraph is replaced by the following:




‘3.
   
In order to take account of developments in financial markets and to ensure consistent harmonisation and the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures as regards:’.














(5g)






In Article 45(3), the introductory wording of the first subparagraph is replaced by the following:




‘3.
   
In order to provide for the efficient and orderly functioning of financial markets, to take account of developments in financial markets and to ensure consistent harmonisation and the uniform application of this Article, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, adopt measures in respect of:’.












(6)


Article 47 is replaced by the following:

‘Article 47


List of regulated markets

Each Member State shall draw up a list of the regulated markets for which it is the home Member State and shall forward that list to the other Member States and 
ESMA
. A similar communication shall be effected in respect of each change to that list. 
ESMA
 shall publish 
and keep up-to-date
 a list of all regulated markets on its website ▐.’.










(7)


Article 48 is amended as follows:






(a)


paragraph 1 is replaced by the following:
‘1.   Each Member State shall designate the competent authorities which are to carry out each of the duties provided for in this Directive. Member States shall inform the Commission, 
ESMA
 and the competent authorities of other Member States of the identity of the competent authorities responsible for enforcement of each of those duties, and of any division of those duties.’;










(b)


in paragraph 2, the 
third
 subparagraph is replaced by the following:
‘Member States shall inform the Commission, 
ESMA
 and the competent authorities of other Member States of any arrangements entered into with regard to delegation of tasks, including the precise conditions regulating such delegation.’;










(c)


paragraph 3 is replaced by the following:
‘3.   
ESMA
 shall publish 
and keep up-to-date
 a list of the competent authorities referred to in paragraphs 1 and 2 on its website ▐ ’.
















(7a)






In Article 51, the following paragraphs are inserted:




‘Member States shall provide the European Securities and Markets Authority annually with aggregated information about all administrative measures and sanctions imposed in accordance with paragraphs 1 and 2.




The competent authority shall report to ESMA at the same time all sanctions which are disclosed to the public in accordance with the previous subparagraph. Where a published sanction relates to an investment firm authorized according to this Directive, ESMA shall add a reference to the published sanction in the register of investment firms established under Article 5(3) of this Directive.’.












(8)


In Aricle 53, the following paragraph ▐ is added:
‘3.   The competent authorities shall notify 
ESMA of the complaint and redress procedures
 referred to in paragraph 1 which are 
available
 its jurisdictions.


ESMA
 shall publish 
and keep up-to-date
 a list of all extra-judicial mechanisms on its website ▐.’;












(8a)






The Title of Chapter II is replaced by the following:














(8b)






In Article 56(1), the third subparagraph is replaced by the following:




‘In order to facilitate and accelerate cooperation, and more particularly exchange of information, Member States shall designate one single competent authority as a contact point for the purposes of this Directive. Member States shall communicate to the Commission, ESMA and to the other Member States the names of the authorities which are designated to receive requests for exchange of information or cooperation pursuant to this paragraph. ESMA shall publish and keep up-to-date a list of those authorities on its website.’.














(8c)






Article 56(4) is replaced by the following:




‘Where a competent authority has good reasons to suspect that acts contrary to the provisions of this Directive, carried out by entities not subject to its supervision, are being or have been carried out on the territory of another Member State, it shall notify this in as specific a manner as possible to the competent authority of the other Member State and to the European Securities and Markets Authority. The latter authority shall take appropriate action. It shall inform the notifying competent authority and the European Securities and Markets Authority of the outcome of the action and, to the extent possible, of significant interim developments. This paragraph shall be without prejudice to the competences of the competent authority that has forwarded the information.’.














(8d)






Article 56(5) is replaced by the following:




‘5.
   
In order to ensure the uniform application of paragraphs 1 and 2, the Commission shall, by means of delegated acts in accordance with Articles 64, 64a and 64b, define the modalities for the cooperation of the competent authorities and establish the criteria under which the operations of a regulated market in a host Member State could be considered as of substantial importance for the functioning of the securities markets and the protection of the investors in that host Member State.’.












(9)


In Article 56, the following paragraph 6 is added:
‘6.   In order to ensure uniform 
conditions of
 application of 
this Article
, 
ESMA
 may develop draft 
implementing
 technical standards to 
establish standard forms, templates and procedures for the cooperation arrangements referred to in paragraph 2
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(10)


Article 57 is amended as follows:






(a)


the existing text is renumbered as paragraph 1.












(aa)






the following paragraph is added:




‘1a.
   
With the objective to convergence supervisory practices, the Authority shall be able to participate in the activities of the colleges of supervisors, including on-site examinations, carried out jointly by two or more competent authorities in accordance with Article 12 of Regulation (EU) No …/2010 [ESMA] of the European Parliament and the Council.’;












(b)


the following paragraph 2 is added:
‘2.   In order to ensure 
consistent harmonisation
 of paragraph 1, 
ESMA
 may develop draft 
regulatory
 standards to 
specify the information to be exchanged between competent authorities when cooperating in
 supervisory activities, on-the-spot-verifications, and investigations.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation. 
(EU) No …/2010
 [ESMA].


In order to ensure uniform conditions of application of paragraph 1, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for competent authorities to cooperate in supervisory activities, on-the-spot verifications, and investigations.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.
















(11)


Article 58 is amended as follows:






(a)


paragraph 4 is replaced by the following:
‘4.   In order to ensure uniform 
conditions of
 application of paragraphs 1 and 2, 
ESMA
 may develop draft 
implementing
 technical standards to 
establish
 standard forms, templates 
and procedures for the exchange of information
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation. 
(EU) No …/2010
.’;










(b)


paragraph 5 is replaced by the following:
‘
5.
   Articles 54, 58 and 63 shall not prevent a competent authority from transmitting to 
ESMA
, the European Systemic Risk Board established by Regulation 
(EU) No …/2010
 of the European Parliament and of the Council, to central banks, the European System of Central Banks and the European Central Bank, in their capacity as monetary authorities, and, where appropriate, to other public authorities responsible for overseeing payment and settlement systems, confidential information intended for the performance of their tasks; likewise such authorities or bodies shall not be prevented from communicating to the competent authorities such information as they may need for the purpose of performing their functions provided for in this Directive.’.
















(11a)






Article 59(2) is replaced by the following:




‘2.
   
In the case of such a refusal, the competent authority shall notify the requesting competent authority and ESMA accordingly, providing as detailed information as possible.’.












(12)


In Article 60, the following paragraph ▐ is added:
‘4.   In order to ensure uniform 
conditions of
 application of 
paragraphs 1 and 2, ESMA
 may develop draft 
implementing
 technical standards to 
establish
 standard forms, templates 
and procedures for the consultation of other competent authorities prior to granting an authorisation
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with ▐ 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(13)


Article 62 is amended as follows:






(a)


in paragraph 1, the third sentence in the second subparagraph is replaced by the following:
‘The Commission and 
ESMA
 shall be informed of such measures without delay.’;










(b)


in paragraph 2, the second sentence in the third subparagraph is replaced by the following:
‘The Commission and 
ESMA
 shall be informed of such measures without delay.’;










(c)


in paragraph 3, the second sentence in the second subparagraph is replaced by the following:
‘The Commission and 
ESMA
 shall be informed of such measures without delay.’.
















(13a)






The following article is inserted:



‘Article 62a



1.
   
The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [ESMA].




2.
   
The competent authorities shall without delay provide ESMA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No …/2010 [ESMA], in accordance with Article 20 of that Regulation.’.












(14)


Article 63(1) is replaced by the following
‘1.   Member States and 
in accordance with Article 18 of Regulation (EU) No …/2010 [ESMA], ESMA
 may conclude cooperation agreements providing for the exchange of information with the competent authorities of third countries only if the information disclosed is subject to guarantees of professional secrecy at least equivalent to those required under Article 54. Such exchange of information must be intended for the performance of the tasks of those competent authorities.
Member States and 
ESMA
 may transfer personal data to a third country in accordance with Chapter IV of Directive 95/46/EC.
Member States and 
ESMA
 may also conclude cooperation agreements providing for the exchange of information with third country authorities, bodies and natural or legal persons responsible for 
one or more of the following
:






(a)


the supervision of credit institutions, other financial organisations, insurance undertakings and the supervision of financial markets;










(b)


the liquidation and bankruptcy of investment firms and other similar procedures;










(c)


carrying out statutory audits of the accounts of investment firms and other financial institutions, credit institutions and insurance undertakings, in the performance of their supervisory functions, or which administer compensation schemes, in the performance of their functions;










(d)


overseeing the bodies involved in the liquidation and bankruptcy of investment firms and other similar procedures;










(e)


overseeing persons charged with carrying out statutory audits of the accounts of insurance undertakings, credit institutions, investment firms and other financial institutions.




The cooperation agreements referred to in the third subparagraph may ▐ be concluded 
only
 where the information disclosed is subject to guarantees of professional secrecy at least equivalent to those required under Article 54. Such exchange of information 
shall
 be intended for the performance of the tasks of those authorities or bodies or natural or legal persons.’.












(14a)






Article 64 is amended as follows:










(a)






paragraph 2 is replaced by the following:




‘2.
   
The power to adopt the delegated acts referred to in Article 2, Article 4, Article 10b(1), Article 13(10), Articles 18, 19, 21, 22, 24, 25, 27, 28, 29, 30, 40, 44, 45, and Article 56(2) shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest six months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 64c.’;














(b)






the following paragraphs are inserted:










‘-2a.






As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.














-2b.






The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 64a and 64b.’;


















(c)






paragraph 2a is replaced by the following:




‘2a.
   
None of the delegated acts enacted may change the essential provisions of this Directive.’;














(d)






paragraph 4 is deleted.


















(14b)






The following articles are inserted:



‘Article 64a


Revocation of the delegation



1.
   
The delegation of powers referred to in Articles 2 and 4, Article 10b(1), Article 13(10), Articles 18, 19, 21, 22, 24, 25, 27, 28, 29, 30, 40, 44, 45, and Article 56(2) may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.



Article 64b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.’.







Article 7


Amendments to Directive 2004/109/EC

Directive 2004/109/EC is amended as follows:








(-1)






Article 2(3) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘3.
   
In order to take account of technical developments on financial markets, ensure consistent harmonisation and to specify the requirements laid down in paragraph 1, the Commission shall, in accordance with the procedures referred to in Article 27(2) and (2a), adopt delegated acts and implementing measures concerning the definitions set out in paragraph 1.’.














(b)






the third subparagraph is replaced by the following:




‘The measures referred to in points (a) and (b) of the second subparagraph shall be laid down by means of delegated acts in accordance with Articles 27, 27a and 27b.’.


















(-1a)






Article 4 is amended as follows:










(a)






in paragraph 2, the following point is inserted:










‘(aa)






an annex including a summary of country-by-country annual accounts;’;


















(b)






paragraph 6 is replaced by the following:




‘6.
   
The Commission shall in accordance with Articles 27, 27a and 27b adopt measures by means of delegated acts in order to take account of technical developments in financial markets, to ensure consistent harmonisation and to specify the requirements laid down in paragraph 1. The Commission shall in particular specify the technical conditions under which a published annual financial report, including the audit report, is to remain available to the public. Where appropriate, the Commission may also adapt the five-year period referred to in paragraph 1.’


















(-1b)






Article 5(6) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘6.
   
The Commission shall adopt measures, in accordance with the procedures referred to in Article 27(2) and (2a), in order to take account of technical developments on financial markets, to ensure consistent harmonisation and to specify the requirements and ensure the uniform application of paragraphs 1 to 5 of this Article.’;














(b)






the third subparagraph is replaced by the following:




‘The measures referred to in point (a) shall be adopted in accordance with the regulatory procedure referred to in Article 27(2). The measures referred to in points (b) and (c) shall be laid down by means of delegated acts in accordance with the Articles 27, 27a and 27b.’;














(c)






the fourth subparagraph is replaced by the following:




‘Where appropriate, the Commission may also adapt the five-year period referred to in paragraph 1 by means of a delegated act in accordance with Articles 27, 27a and 27b.’.


















(-1c)






Article 9(7) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘7.
   
The Commission shall, by means of delegated acts in accordance with Articles 27, 27a and 27b, adopt measures in order to take account of technical developments on financial markets, to ensure consistent harmonisation and to specify the requirements laid down in paragraphs 2, 4 and 5.’.














(b)






the second subparagraph is replaced by the following:




‘The Commission shall specify the maximum length of the “short settlement cycle” referred to in paragraph 4 of this Article, as well as the appropriate control mechanisms by the competent authority of the home Member State by means of delegated acts in accordance with Articles 27, 27a and 27b.’.
















(1)


Article 12 is amended as follows:






(a)


in paragraph 8:








(i)






the introductory part of the first subparagraph is replaced by the following:




‘8.
   
In order to take account of technical developments on financial markets, to ensure consistent harmonisation and to specify the requirements laid down paragraphs 1, 2, 4, 5 and 6 of this Article, the Commission shall adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures:’;














(ii)




point (a) is deleted;












(iii)






the second subparagraph is deleted;
















(b)


the following paragraph ▐ is added:
‘9.   In order to ensure the uniform 
conditions of
 application of ▐ this Article and to take account of technical developments in financial markets, 
ESMA may
 develop draft 
implementing
 technical standards to establish ▐ standard forms
, templates and procedures
 to be used when notifying the required information to the issuer under paragraph 1 of this Article or when filing information under Article 19(3).


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.














(2)


Article 13 is amended as follows:






(a)


in paragraph 2 ▐:








(i)






the first subparagraph is replaced by the following:




‘2.
   
The Commission shall adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures in order to take account of technical developments in financial markets, to ensure consistent harmonisation and to specify the requirements laid down in paragraph 1. It shall in particular determine:’;














(ii)




point (c) is replaced by the following:






‘(c)


the contents of the notification to be made;’;
















(iii)






the second subparagraph is deleted;
















(b)


the following paragraph is added:
‘3.   In order to ensure ▐ uniform 
conditions of
 application of paragraph 1 
of this Article
 and to take account of technical developments 
in
 financial markets, 
ESMA may
 develop draft 
implementing
 technical standards to establish ▐ standard forms
, templates and procedures
 to 
be used
 when notifying the required information to the issuer under paragraph 1 
of this Article
 or when filing information under Article 19(3).


Power is conferred on
 the Commission 
to
 adopt 
the
 draft 
implementing
 technical standards 
referred to in the first subparagraph
 in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.
















(2a)






Article 14(2) is replaced by the following:




‘2.
   
The Commission shall adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures in order to take account of technical developments in financial markets, to ensure consistent harmonisation and to specify the requirements laid down in paragraph 1.’.














(2b)






Article 17(4) is replaced by the following:




‘4.
   
The Commission shall adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures in order to take account of technical developments in financial markets, to take account of developments in information and communication technology, to ensure consistent harmonisation and to specify the requirements laid down in paragraph 1, 2 and 3. It shall, in particular, specify the types of financial institution through which a shareholder may exercise the financial rights provided for in paragraph 2(c).’.














(2c)






Article 18(5) is replaced by the following:




‘5.
   
The Commission shall adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures in order to take account of technical developments in financial markets, to take account of developments in information and communication technology, to ensure consistent harmonisation and to specify the requirements laid down in paragraph 1 to 4. It shall, in particular, specify the types of financial institution through which a debt security holder may exercise the financial rights provided for in paragraph 2(c).’.














(2d)






Article 19(4) is replaced by the following:




‘4.
   
In order to to ensure consistent harmonisation and to specify the requirements laid down in paragraphs 1, 2 and 3, the Commission shall adopt measures by means of delegated acts in accordance with Articles 27, 27a and 27b.




The Commission shall, in particular, specify the procedure in accordance with which an issuer, a holder of shares or other financial instruments, or a person or entity referred to in Article 10, is to file information with the competent authority of the home Member State under paragraphs 1 or 3, respectively, in order to:










(a)






enable filing by electronic means in the home Member State;














(b)






coordinate the filing of the annual financial report referred to in Article 4 of this Directive with the filing of the annual information referred to in Article 10 of Directive 2003/71/EC.’.


















(2e)






Article 21(4) is replaced by the following:




‘4.
   
In order to take account of technical developments in financial markets, to take account of developments in information and communication technology and to specify the requirements laid down in paragraphs 1, 2 and 3, the Commission shall adopt measures, by means of delegated acts in accordance with Articles 27, 27a and 27b.




The Commission shall, in particular, specify:










(a)






minimum standards for the dissemination of regulated information, as referred to in paragraph 1;














(b)






minimum standards for the central storage mechanism as referred to in paragraph 2.








The Commission may also specify and update a list of media for the dissemination of information to the public.’.














(2f)






The first subparagraph of Article 22(1) is replaced by the following:




‘1.
   
ESMA shall draw up guidelines, in accordance with Article 8 of Regulation (EU) No …/2010 [ESMA], with a view to further facilitating public access to information to be disclosed under Directive 2003/6/EC, Directive 2003/71/EC and this Directive.’.














(2g)






Article 23 is amended as follows:










(a)






paragraph 1 is replaced by the following:




‘1.
   
Where the registered office of an issuer is in a third country, the competent authority of the home Member State may exempt that issuer from requirements under Articles 4 to 7 and Articles 12(6), 14, 15 and 16 to 18, provided that the law of the third country in question lays down equivalent requirements or such an issuer complies with requirements of the law of a third country that the competent authority of the home Member State considers as equivalent.




The competent authority shall then inform ESMA of the granted exemption.’.














(b)






paragraph 4 is replaced by the following:




‘4.
   
In order to ensure to ensure consistent harmonisation and the uniform application of paragraph 1, the Commission shall in accordance with the procedure referred to in Article 27(2), adopt implementing measures:










(i)






setting up a mechanism ensuring the establishment of equivalence of information required under this Directive, including financial statements and information, including financial statements, required under the law, regulations or administrative provisions of a third country;














(ii)






stating that, by reason of its domestic law, regulations, administrative provisions, or of the practices or procedures based on the international standards set by international organisations, the third country where the issuer is registered ensures the equivalence of the information requirements provided for in this Directive.








In the context of point (ii) of the first subparagraph, the Commission shall also adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures concerning the assessment of standards relevant to the issuers of more than one country.




The Commission shall, in accordance with the procedure referred to in Article 27(2), take the necessary decisions on the equivalence of accounting standards which are used by third country issuers under the conditions set out in Article 30(3) at the latest five years following the date referred to in Article 31. If the Commission decides that the accounting standards of a third country are not equivalent, it may allow the issuers concerned to continue using such accounting standards during an appropriate transitional period.




In the context of the third subparagraph, the Commission shall also adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures aimed at establishing general equivalence criteria regarding accounting standards relevant to issuers of more than one country.




The draft delegated acts shall be drawn up by the European Securities and Markets Authority.’.














(c)






paragraph 5 is replaced by the following:




‘5.
   
In order to ensure consistent harmonisation and to specify the requirements laid down in paragraph 2, the Commission may adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures defining the type of information disclosed in a third country that is of importance to the public in the Union.’.














(d)






in pargraph 7, the second subparagaph is replaced by the following:




‘The Commission shall also adopt, by means of delegated acts in accordance with Articles 27, 27a and 27b, measures aimed at establishing general equivalence criteria for the purpose of the first subparagraph.’.














(e)






the following paragraph is added:




‘7a.
   
ESMA shall assist the Commission in carrying out its tasks under this Article in accordance with Article 18 of Regulation (EU) No …/2010 [ESMA]’


















(2h)






Article 24 is amended as follows:










(a)






in paragraph 1, the first subparagraph is replaced by the following:




‘1.
   
Each Member State shall designate the central authority referred to in Article 21(1) of Directive 2003/71/EC as the central competent administrative authority responsible for carrying out the obligations provided for in this Directive and for ensuring that the provisions adopted pursuant to this Directive are applied. Member States shall inform the Commission and ESMA accordingly.’.














(b)






paragraph 3 is replaced by the following:




‘3.
   
Member States shall inform the Commission, ESMA in accordance with Article 13(3) of Regulation (EU) No …/2010 [ESMA], and competent authorities of other Member States of any arrangements entered into with regard to the delegation of tasks, including the precise conditions for regulating the delegations.’.
















(3)


▐ Article 25 
is amended as follows:










(a)






the following paragraphs are inserted:




‘2a.
   
The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [ESMA].




2b.
   
The competent authorities shall without delay provide ESMA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No …/2010 [ESMA], in accordance with Article 20 of that Regulation.’;














(b)






in paragraph 3,
 the first sentence is replaced by the following:
‘Paragraph 1 shall not prevent the competent authorities from exchanging confidential information 
with
 or from transmitting 
information
 it to 
ESMA
 and the European Systemic Risk Board 
(ESRB)
 established by Regulation 
(EU) No …/2010
 of the European Parliament and of the Council.’.












(c)






paragraphh 4 is replaced by the following:




‘4.
   
Member States and the European Securities and Markets Authority in accordance with Article 18 of Regulation (…/…ESMA), may conclude cooperation agreements providing for the exchange of information with the competent authorities or bodies of third countries enabled by their respective legislation to carry out any of its tasks under this Directive to the competent authorities in accordance with Article 24. Member States shall notify ESMA when they conclude cooperation agreements. Such an exchange of information is subject to guarantees of professional secrecy at least equivalent to those referred to in this Article. Such an exchange of information shall be intended for the performance of the supervisory task of the authorities or bodies mentioned. Where the information originates in another Member State, it may not be disclosed without the express agreement of the competent authorities from which disclosed it and, where appropriate, solely for the purposes for which those authorities gave their agreement.’.


















(3a)






Article 26 is replaced by the following:



‘Article 26


Precautionary measures



1.
   
Where the competent authority of a host Member State finds that the issuer or the holder of shares or other financial instruments, or the person or entity referred to in Article 10, has committed irregularities or infringed its obligations, it shall refer its findings to the competent authority of the home Member State and to ESMA.




2.
   
If, despite the measures taken by the competent authority of the home Member State, or because such measures prove inadequate, the issuer or the security holder persists in infringing the relevant legal or regulatory provisions, the competent authority of the host Member State shall, after informing the competent authority of the home Member State, take, in accordance with Article 3(2), all the appropriate measures in order to protect investors, informing the Commission and ESMA thereof at the earliest opportunity.’.














(3b)






The title of Chapter VI is replaced by the following:














(3c)






Article 27 is amended as follows:










(a)






paragraph 2a is replaced by the following:




‘2a.
   
The power to adopt the delegated acts referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8), Article 13(2), Article 14(2), Article 17(4), Article 18(5), Article 19(4), Article 21(4), Article 23(5) and Article 23(7) shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest 6 months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 27c.’.














(b)






the following paragraphs are inserted:




‘2aa.
   
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.




2ab.
   
The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 27a and 27b.’.


















(3d)






The following articles are inserted:



‘Article 27a


Revocation of the delegation



1.
   
The delegation of power referred to in Article 2(3), Article 5(6), Article 9(7), Article 12(8), Article 13(2), Article 14(2), Article 17(4), Article 18(5), Article 19(4) Article 21(4), Article 23(5) and Article 23(7) may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.



Article 27b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.’.







Article 8


Amendments to Directive 2005/60/EC

Directive 2005/60/EC is amended as follows:








(-1a)






Article 11(4) is replaced by the following:




‘4.
   
The Member States shall inform each other, the ESAs to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA], and the Commission of cases where they consider that a third country meets the conditions laid down in paragraphs 1 or 2 or in other situations which meet the technical criteria established in accordance with Article 40(1)(b).’.














(-1b)






Article 16(2) is replaced by the following:




‘2.
   
Member States shall inform each other, the ESAs to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA], and the Commission of cases where they consider that a third country meets the conditions laid down in paragraph 1(b).’.














(-1c)






Article 28(7) is replaced by the following:




‘7.
   
The Member States shall inform each other, the ESAs to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA] and the Commission of cases where they consider that a third country meets the conditions laid down in paragraphs 3, 4 or 5.’.














(-1d)






Article 31(2) is replaced by the following:




‘2.
   
Member States, the ESAs to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No …/2010 [EBA], of Regulation (EU) No …/2010 [EIOPA], and of Regulation (EU) No …/2010 [ESMA] and the Commission shall inform each other of cases where the legislation of the third country does not permit application of the measures required under the first subparagraph of paragraph 1 and coordinated action could be taken to pursue a solution.’.












(1)


In Article 31, the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation of this Article
 and to take account of technical developments in the fight against money laundering or terrorist financing, the European Banking Authority
, established by Regulation (EU) No …/2010 [EBA]
, the European Securities and Markets Authority
, established by Regulation (EU) No …/2010 [ESMA]
 and the European Insurance and Occupational Pensions Authority
, established by Regulation (EU) No …/2010 [EIOPA], taking into account the existing framework and co-operating, as appropriate, with other relevant EU bodies in the field of anti-money laundering and combating of financing of terrorism,
 may develop draft 
regulatory
 standards in accordance with Articles 42 of 
these Regulations to specify
 the type of additional measures referred to in 
paragraph 3 of this
 Article ▐ and the minimum action to be taken by credit and financial institutions where the legislation of the third country does not permit application of the measures required under the first subparagraph of paragraph 1 
of this Article
.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.










(2)


In Article 34, the following paragraph is added:
‘
3.
   In order to ensure 
consistent harmonisation
 and to take account of technical developments in the fight against money laundering or terrorist financing, 
the EBA, ESMA and the EIOPA, taking into account the existing framework and co-operating, as appropriate, with other relevant EU bodies in the field of anti-money laundering and combating of financing of terrorism
, may develop draft 
regulatory
 standards in accordance with Article 42 of Regulation 
(EU) No …/2010 (EBA)
, Regulation 
(EU) No …/2010 (ESMA)
 and 
of
 Regulation 
(EU) No …/2010 (EIOPA)
 of the European Parliament and of the Council to 
specify
 the minimum content of the communication referred to in paragraph 2.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.












(2a)






The following article is added:



‘Article 37a



1.
   
The competent authorities shall cooperate with the ESAs for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [EBA], Regulation (EU) No …/2010 [EIOPA], and Regulation (EU) No …/2010 [ESMA].




2.
   
The competent authorities shall provide the ESAs with all information necessary to carry out their duties under by this Directive and under Regulation (EU) No …/2010 [EBA], Regulation (EU) No …/2010 [EIOPA], and Regulation (EU) No …/2010 [ESMA].’.














(2b)






The title of Chapter VI is replaced by the following:














(2c)






Article 40 is amended as follows:










(a)






in paragraph 1:










(i)






the first subparagraph is replaced by the following:




‘1.
   
In order to take account of technical developments in the fight against money laundering or terrorist financing, to ensure consistent harmonisation and to specify the requirements laid down in this Directive, the Commission may, adopt the following measures:’.














(ii)






the second subparagraph is replaced by the following:




‘The measures shall be adopted by means of delegated acts in accordance with Articles 41, 41a and 41b.’.


















(b)






in paragraph 3, the second subparagraph is replaced by the following:




‘The measures shall be adopted by means of delegated acts in accordance with Articles 41, 41a and 41b.’.


















(2d)






Article 41 is amended as follows:










(a)






in paragraph 2, the first subparagraph is replaced by the following:




‘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 and provided that the measures adopted in accordance with this procedure do not modify the essential provisions of this Directive.’.














(b)






paragraph 2a is replaced by the following:




‘2a.
   
The power to adopt delegated acts referred to in Article 40 shall be conferred on the Commission shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest 6 months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 41a.’.














(c)






the following paragraphs are inserted:




‘2b.
   
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.




2c.
   
The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 41a and 41b.’.














(d)






paragraph 3 is deleted.


















(2e)






The following articles are inserted:



‘Article 41a


Revocation of the delegation



1.
   
The delegation of powers referred to in Article 40 may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.’.



‘Article 41b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.’.







Article 9


Amendments to Directive 2006/48/EC







(1)


▐ Article 6 
is replaced by
 the following ▐:


‘1.
   
Member States shall require credit institutions to obtain authorisation before commencing their activities. Without prejudice to Articles 7 to 12, they shall lay down the requirements for such authorisation and notify them to the Commission and the European Banking Authority established by Regulation (EU) No …/2010 [EBA] of the European Parliament and of the Council (EBA) EBA.




2.
   In order to ensure 
consistent harmonisation and uniform
 application of this Article, 
the EBA shall
 develop:








(a)






draft regulatory standards on the information to be provided to the competent authorities in the application for the authorisation of credit institutions, including the programme of operations provided for in Article 7,














(b)






draft regulatory standards specifying the conditions to comply with the requirement set out in Article 8;














(c)






draft implementing technical standards on standard forms, templates and procedures for such provision of information;














(d)






draft regulatory standards specifying the requirements applicable to shareholders and members with qualifying holdings, as well as to specify obstacles which may prevent effective exercise of the supervisory functions of the competent authority, as provided for in Article 12.








The EBA shall submit the draft technical standards referred to in points a, b and c to the Commission by 1 January 2014.




Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
points a, c and d of
 the first 
paragraph
 in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.


Power is also conferred on the Commission to adopt the draft implementing technical standards referred to in point b of the first paragraph in accordance with Article 7e of Regulation (EU) No …/2010 [EBA].’
.












(1a)






In Article 9(2), point b is replaced by the following:










‘(b)






the Member States concerned shall notify the Commission and the EBA of their reasons for exercising this option; and’.
















(2)


Article 14 is replaced by the following:

‘Article 14


Every authorisation shall be notified to the
EBA.
The name of each credit institution to which authorisation has been granted shall be entered in a list. The 
EBA
 shall publish ▐ and ▐ keep it up-to-date 
that list on its website.
’.












(2a)






Article 17(2) is replaced by the following:




‘2.
   
Withdrawal of authorisation shall be notified to the Commission and the EBA and shall be reasoned. The persons concerned shall be notified of those reasons.’.












(3)


In Article 19, the following paragraph ▐ is added:
‘In order to ensure 
consistent harmonisation
 of this Directive, the 
EBA
 shall develop draft 
regulatory
 standards 
to establish an exhaustive list of information, referred to in Article 19a(4), to be included by proposed acquirers in their notification, without prejudice to Article 19(3).




The EBA shall submit those draft technical standards to the Commission by 1 January 2014.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Directive, EBA shall develop draft implementing technical standards to establish common procedures, forms and templates for the
 consultation process between the relevant competent authorities as referred to in 
Article 19b
.


The EBA shall submit those draft technical standards to the Commission by 1 January 2014.




Power is conferred
 on the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the 
fourth
 subparagraph in accordance with 
Article 7e of Regulation (EU) No …/2010
 [EBA].’.












(3a)






In Article 22, the following paragraphs are added:




‘2a.
   
In order to specify the requirements laid in this Article and to ensure the convergence of supervisory practices, the EBA may develop draft regulatory standards to specify the arrangements, processes and mechanisms referred to in paragraph 1, in accordance with the principles of proportionality and comprehensiveness set out in paragraph 2.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 7 to 7d of Regulation. (EU) No …/2010.




2b.
   
In order to facilitate the implementation of, and ensure consistency of information collected under, paragraph 2a of this Article and the principles on remuneration policy set out in points 22 and 22a of Annex V, the EBA may develop draft regulatory standards to specify the arrangements, processes and mechanisms referred to in paragraph 1, respecting the principles of proportionality and comprehensiveness set out in paragraph 2.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 7 to 7d of Regulation (EU) No …/2010.




ESMA shall cooperate closely with the EBA in elaborating such technical standards on remuneration policies for categories of staff involved in the provision of investment services and activities meaning of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments.’.












(4)


In Article 26, the following paragraph ▐ is added:
‘5.   In order to ensure uniform application of Article 25 and this Article ▐, the 
EBA
 shall develop:








(a)




draft 
regulatory
 standards to 
specify the information to be notified in accordance with
 Article 25 and this Article, and












(b)






draft implementing technical standards to establish standard forms, templates and procedures for such notification.








The EBA shall submit those draft technical standards to the Commission by 1 January 2014.




Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of
 the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010 [EBA]. Power is also conferred on the Commission to adopt the draft implementing technical standards referred to in point b of the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010
 [EBA].’.










(5)


In Article 28, the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation and
 uniform application of this Article ▐ the 
EBA
 shall develop:








(a)




draft 
regulatory
 standards to 
specify
 the information 
to be notified in accordance with this Article and














(b)






draft implementing technical standards to establish standard forms, templates and procedures for such notification.








Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of
 the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010. Power is also conferred on the Commission to adopt the draft implementing technical standards referred to in point b of the first paragraph in accordance with Article 7e of Regulation. (EU) No …/2010
 [EBA].’.










(6)


In Article 33, the first paragraph is replaced by the following:
‘Before following the procedure provided for in Article 30, the competent authorities of the host Member State may, in emergencies, take any precautionary measures necessary to protect the interests of depositors, investors and others to whom services are provided. The Commission, the 
EBA
 and the competent authorities of the other Member States concerned shall be informed of such measures at the earliest opportunity.’.












(6a)






Article 36 is replaced by the following:



‘Article 36



The Member States shall inform the Commission and the EBA of the number and type of cases in which there has been a refusal pursuant to Articles 25 and 26(1) to (3) or in which measures have been taken in accordance with Article 30(3).’.














(6b)






Article 38(2) is replaced by the following:




‘2.
   
The competent authorities shall notify the Commission, the EBA and the European Banking Committee of all authorisations for branches granted to credit institutions having their head office outside the European Union.’.














(6c)






In Article 39(2), the following point is added:










‘(ba)






that the EBA is able to obtain the information from competent authorities of the Member States have received from national authorities of third countries in accordance with Article 20 of Regulation (EU) No …/2010 [EBA];’.


















(6d)






In Article 39, the following paragraph is added:




‘3a.
   
The EBA shall assist the Commission for the purposes of this Article in accordance with Article 18 of Regulation (EU) No …/2010 [EBA].’.












(7)


In Article 42, the following paragraph is added:
‘In order to ensure uniform application of this Article, the 
EBA
 shall develop:








(a)




draft 
regulatory
 standards to 
specify
 the information contained therein.












(b)






In order to ensure uniform application of this Article, draft implementing technical standards to establish standard forms, templates and procedures for
 the information sharing requirements ▐ which 
are
 likely to facilitate the monitoring of credit institutions.






The EBA
 shall submit those draft technical standards to the Commission by 1 January 2014.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of the second
 subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010. Power is also conferred on the Commission to adopt the draft implementing technical standards referred to in point a of the second subparagraph in accordance with Article 7e of Regulation (EU) No …/2010
 [EBA].’.










(8)


In Article 42a(1) the following is added at the end of the fourth sub-paragraph:
‘If, at the end of the 
initial
 two-month period 
any of the
 competent 
authorities concerned
 has referred the matter to the European Banking Authority in accordance with Article 11 of Regulation 
(EU) No …/2010 [EBA]
, the 
competent authorities of the host member State
 shall 
defer their decision and
 await 
the
 decision that the European Banking Authority may take in accordance with Article 11(3) of that Regulation
. The competent authorities of the host member State
 shall 
take their decision
 in conformity with 
the Authority’s
 decision. The two month period shall be deemed the conciliation period within the meaning of that Regulation. The European Banking Authority shall take its decision within one month. The matter shall not be referred to the Authority after the end of the 
initial
 two month period or after a joint decision has been reached.’.










(9)


Article 42b is amended as follows:






(a)


paragraph 1 is replaced by the following:
‘1.   In the exercise of their duties, 
the
 competent authorities shall take into account the convergence in respect of supervisory tools and supervisory practices in the application of the laws, regulations and administrative requirements adopted pursuant to this Directive. For that purpose, Member States shall ensure that:






(a)


the competent authorities participate in the activities of the 
EBA
,










(b)


the competent authorities follow the guidelines and recommendations of the 
EBA
, and shall state the reasons if they do not do so,










(c)


national mandates conferred on the competent authorities do not inhibit the performance of their duties as members of 
the EBA
 under this Directive.’;














(b)


paragraph 2 is deleted.














(10)


Article 44(2) is replaced by the following:
‘2.   Paragraph 1 shall not prevent the competent authorities of the various Member States from exchanging information or transmitting information to the 
EBA
 in accordance with this Directive and with other Directives applicable to credit institutions 
as well as with Articles 16 and 20 of Regulation (EU) No …/2010 [EBA]
. That information shall be subject to the conditions of professional secrecy set out in paragraph 1’.










(11)


▐ Article 46 ▐ is replaced by the following:

‘Article 46

Member States and the 
EBA in accordance with Article 18 of Regulation (EU) No …/2010 [EBA]
 may conclude cooperation agreements, providing for exchanges of information, with the competent authorities of third countries or with authorities or bodies of third countries as defined in Articles 47 and 48(1) 
of this Directive
 only if the information disclosed is subject to guarantees of professional secrecy at least equivalent to those referred to in Article 44(1) 
of this Directive. Such exchange of information shall be for the purpose of performing the supervisory tasks of these authorities or bodies.




Where the information originates in another Member State, it may not be disclosed without the express agreement of the authorities which have disclosed it and, where appropriate, solely for the purposes for which those authorities gave their agreement.’
.










(12)


Article 49 is amended as follows:






(a)


▐ the first paragraph 
is replaced by the following:




‘This Section shall not prevent a competent authority from transmitting information to the following for the purposes of their tasks:










(a)






central banks of the European system of the central banks and other bodies with a similar function in their capacity as monetary authorities when this information is relevant for the exercise of their respective statutory tasks, including the conduct of monetary policy and related liquidity provision, oversight of payments, clearing and settlement systems, and the safeguarding of stability of the financial system;














(b)






where appropriate, to other public authorities responsible for overseeing payment systems;












(c)


the European Systemic Risk Board 
(ESRB)
 where this information is relevant for the exercise of its statutory tasks under Regulation 
(EU) No …/2010
 of the European Parliament and of the Council ▐.






This Section shall not prevent the authorities or bodies referred to in the first subparagraph from communicating to the competent authorities such information as they may need for the purposes of Article 45.’;












(b)


the fourth paragraph is replaced by the following:
‘In an emergency situation as referred to in Article 130(1), Member States shall allow competent authorities to communicate, 
without delay,
 information to the central banks in the European system of the central banks when this information is relevant for the exercise of their statutory tasks, including the conduct of monetary policy and related liquidity provision, the oversight of payments, clearing and securities settlement systems, and the safeguarding stability of the financial system, and to the 
ESRB under Regulation (EU) No …/2010 [ESRB]
 when this information is relevant for the exercise of its statutory tasks.’.














(13)


Article 63a is amended as follows:






(a)


paragraph 4 is replaced by the following:
‘4.   The provisions governing the instrument shall provide for principal, unpaid interest or dividend to be such as to absorb losses and to not hinder the recapitalisation of the credit institution through appropriate mechanisms, as developed by the 
EBA
 under paragraph 6’;










(b)


paragraph 6 is replaced by the following:
‘6.   In order to ensure 
consistent harmonisation
 and 
to ensure
 the convergence of supervisory practices, the 
EBA
 shall develop draft 
regulatory
 technical standards to 
specify the requirements applicable to
 the instruments referred to in paragraph 1 of this Article The Authority shall submit those draft 
regulatory
 standards to the Commission by 1 January 2014.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the 
previous
 subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].
The 
EBA
 shall also issue guidelines in relation to instruments referred to in point (a) of the first paragraph of Article 57.
The 
EBA
 shall monitor the application of 
these guidelines
.’.














(14)


In Article 74(2), the second subparagraph is replaced by the following:
‘
In order to ensure uniform application of this Directive,
 for the communication of these calculations by credit institutions, competent authorities shall apply, from 31 December 2012, uniform formats, frequencies, language and dates of reporting. In order to ensure uniform application of this Directive, the 
EBA
 shall develop draft 
implementing
 technical standards to introduce, within the 
European Union
, uniform formats 
(with associated instructions)
, frequencies ▐ and dates of reporting before 1 January 2012. The reporting formats shall be proportionate to the nature, scale and complexity of the credit institutions’ activities.


In order to ensure uniform application of this Directive, EBA shall also develop draft implementing standards regarding IT solutions to be applied for such reporting.




Power is conferred on
 the Commission to adopt the draft 
implementing
 technical standards referred to in 
the second and third
 subparagraphs in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [EBA].’.










(15)


In Article 81(2) the following subparagraphs are added:
‘In order to ensure 
consistent harmonisation
 of this Article, 
EBA
, in consultation with 
ESMA
, shall develop draft 
regulatory
 standards to 
specify
 the assessment methodology relating to credit assessments. The 
EBA
 shall submit those draft technical standards to the Commission by 1 January 2014.


Power is conferred on
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point (a) of
 the second subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.










(16)


In Article 84(2), the following subparagraphs are added:
‘In order to ensure 
consistent harmonisation
 of this 
Article, EBA, in consultation with ESMA, shall
 develop draft 
regulatory
 standards to 
specify the assessment methodology relating to credit assessments. The EBA shall submit those draft technical standards to the Commission by 1 January 2014.




Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of the first
 subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.










(17)


In Article 97(2), the following subparagraphs are added:
‘In order to ensure 
consistent harmonisation
 of this Article, 
EBA
, in consultation with 
ESMA
, shall develop draft 
regulatory
 standards to 
specify
 the assessment methodology relating to credit assessments. The 
EBA
 shall submit those draft technical standards to the Commission by 1 January 2014.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point (a) of
 the 
first
 subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.










(18)


In Article 105(1), the following subparagraphs are added:
‘In order to ensure 
consistent harmonisation
 of this Article, 
EBA
 may develop draft 
regulatory
 standards to 
specify the assessment methodology
 under which competent authorities permit credit institutions to use the Advanced Measurement Approaches.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point (a) of
 the second subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
. ▐’.










(19)


In Article 106(2), the 
second
 sub-paragraph is replaced by the following:
‘In order to ensure 
consistent harmonisation
 of this paragraph, 
EBA
 shall develop draft 
regulatory
 standards in order to 
specify
 the exemptions in points (c) and (d) 
as well as to specify the conditions used to determine the existence of a group of connected clients, as stated in paragraph (3).
 The 
EBA
 shall submit those draft technical standards to the Commission by 1 January 2014.


Power is delegated to
 the Commission 
to
 adopt 
the
 draft 
regulatory
 standards 
referred to in point a of the second subparagraph
 in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.










(20)


Article 110(2) is replaced by the following:
‘2.   Member States shall provide that reporting shall be carried out at least twice a year. The competent authorities shall apply, from 31 December 2012, uniform formats, frequencies ▐ and dates of reporting. In order to ensure uniform application of 
this
 Directive, the 
EBA
 shall develop draft 
implementing
 technical standards to introduce, within the 
European Union
, uniform formats 
(with associated instructions)
, frequencies ▐ and dates of reporting before 1 January 2012. The reporting formats shall be proportionate to the nature, scale and complexity of the credit institutions’ activities.


In order to ensure uniform application of this Directive, EBA shall also develop draft implementing technical standards regarding IT solutions to be applied for such reporting.




Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first 
and second
 subparagraphs in accordance with the procedure laid down in 
Article 7e
 of Regulation 
(EU) No …/2010
 [EBA].’.












(20a)






In Article 111(1), the fourth subparagraph is replaced by the following:




‘Member States may set a lower limit than EUR 150 million and shall inform the EBA and the Commission thereof.’.












(21)


Article 122a(10) is replaced by the following:
‘10.   The 
EBA
 shall report to the Commission annually on the compliance with this Article by the competent authorities.
In order to ensure 
consistent harmonisation
 of this Article, 
EBA
 shall develop draft 
regulatory
 standards 
for the convergence of supervisory practices with regard to
 this Article, including the measures taken in case of breach of the due diligence and risk management obligations. The 
EBA
 shall submit those draft technical standards to the Commission by 1 January 2014.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of the second
 subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.










(22)


In Article 124, the following paragraph ▐ is added:
‘6.   In order to ensure 
consistent harmonisation
 of this Article, 
EBA may
 develop draft 
regulatory
 standards to 
specify
 this Article and a common risk assessment procedure 
and methodology
.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of
 the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [EBA].’.












(22a)






Article 126(4) is replaced by the following.




‘4.
   
The competent authorities shall notify the EBA and the Commission of any agreement falling within paragraph 3.’.














(22b)






In Article 129(1), the following subparagraph is inserted after the first subparagraph:




‘Where the consolidating supervisor fails to carry out the tasks referred to in the first subparagraph or where the competent authorities do not cooperate with the consolidating supervisor to the extent required in carrying out the tasks in the first sub-paragraph, any of the competent authorities concerned may bring the matter to the attention of EBA, which may act in accordance with Article 11 of Regulation …/2010 [EBA].’.












(23)


In Article 129(2), the fifth subparagraph is replaced by the following:
‘▐
If, at the end of the six month period, 
any of the
 competent 
authorities concerned
 has referred the matter to the 
EBA
 in accordance with Article 11 of Regulation 
(EU) No …/2010 [EBA]
, the consolidating supervisor shall 
defer its decision and
 await any decision that the 
EBA
 may take in accordance with Article 11(3) of that Regulation 
on its decision
, and shall 
take its decision
 in conformity with 
the
 decision 
of the EBA
. The six month period shall be deemed the conciliation period within the meaning of 
that
 Regulation. The 
EBA
 shall take its decision within one month. The matter shall not be referred to the 
EBA
 after the end of the six month period or after a joint decision has been reached’.












(23a)






The following subparagraph is added to Article 129(2):




‘The EBA may develop draft implementing technical standards to ensure uniform conditions of application of the joint decision process referred to in this paragraph, with regard to the applications for permissions referred to in Article 84(1), Article 87(9) and Article 105 and in Annex III part 6, with a view to facilitating joint decisions.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the previous two subparagraphs in accordance with Article 7e of Regulation (EU) No …/2010 [EBA].’.












(24)


Article 129(3) is amended as follows:






(a)


in the third sub-paragraph, 
the term
‘Committee of European Banking Supervisors’ is replaced by ‘European Banking Authority’;










(b)


the fourth subparagraph is replaced by the following:
‘In the absence of such a joint decision between the competent authorities within four months, a decision on the application of Articles 123 and 124 and Article 136(2) shall be taken on a consolidated basis by the consolidating supervisor after duly considering the risk assessment of subsidiaries performed by relevant competent authorities. If, at the end of the four month period, 
any of the
 competent 
authorities concerned
 has referred the matter to the 
EBA
 in accordance with Article 11 of Regulation 
(EU) No …/2010 [EBA]
, the consolidating supervisor shall 
defer its decision and
 await any decision that the 
EBA
 may take in accordance with Article 11(3) of that Regulation, and shall 
take its decision
 in conformity with 
the
 decision 
of the EBA
. The four month period shall be deemed the conciliation period within the meaning of the Regulation. The 
EBA
 shall take its decision within one month. The matter shall not be referred to the 
EBA
 after the end of the four month period or after a joint decision has been reached.’;










(c)


the fifth subparagraph is replaced by the following:
‘The decision on the application of Articles 123 and 124 and Article 136(2) shall be taken by the respective competent authorities responsible for supervision of subsidiaries of an EU parent credit institution or an EU parent financial holding company on an individual or sub-consolidated basis after duly considering the views and reservations expressed by the consolidating supervisor. If, at the end of the four-month period, 
any of the competent authorities concerned
 has referred the matter to the 
EBA
 in accordance with Article 11 of Regulation 
(EU) No …/2010 [EBA]
, the competent authorities shall 
defer their decision and
 await any decision that the 
EBA
 shall take in accordance with Article 11(3) of that Regulation, and shall 
take its decision
 in conformity with 
the
 decision 
of the EBA
. The four month period shall be deemed the conciliation period within the meaning of that Regulation. The 
EBA
 shall take its decision within one month. The matter shall not be referred to the 
EBA
 after the end of the four month period or after a joint decision has been reached.’;










(d)


the seventh subparagraph is replaced by the following:
‘Where the 
EBA
 has been consulted, all competent authorities shall consider its advice, and explain any significant deviation therefrom’;










(e)


the tenth subparagraph is replaced by the following:
‘▐ The 
EBA may
 develop draft 
implementing
 technical standards to 
ensure uniform
 conditions of application of the joint decision process referred to in this paragraph, with regard to the application of Articles 123, 124 and 
136(2)
 with a view to facilitating joint decisions. ▐


Power is conferred on
 the Commission 
to
 adopt 
the
 draft 
implementing
 technical standards referred to in 
the first subparagraph
 in accordance with the procedure laid down in 
Article 7e
 of Regulation 
(EU) No …/2010
 [EBA]’.














(25)


In Article 130(1), the first and second subparagraphs are replaced by the following:
‘130.   Where an emergency situation, 
including situation as defined in Article 10 of Regulation (EU) No …/2010 [EBA],
 including adverse developments in ▐ markets, arises, which potentially jeopardises the market liquidity and the stability of the financial system in any of the Member State where entities of a group have been authorised or where significant branches referred to in Article 42a are established, the consolidating supervisor shall, subject to Chapter 1, Section 2, alert as soon as is practicable, the 
EBA
, 
the ESRB
 and the authorities referred to in the fourth subparagraph of Article 49 and Article 50, and shall communicate all information essential for the pursuance of their tasks. Those obligations shall apply to all competent authorities under Articles 125 and 126 and to the competent authority identified under Article 129(1).
If the authority referred to in the fourth paragraph of Article 49 becomes aware of a situation described in the first subparagraph of this paragraph, it shall alert as soon as is practicable the competent authorities referred to in Articles 125 and 126, and the 
EBA
.’.










(26)


In Article 131, the third paragraph is replaced by the following:
‘The competent authorities responsible for authorising the subsidiary of a parent undertaking which is a credit institution may, by bilateral agreement, 
in accordance with Article (13) of Regulation (EU) No …/2010 [EBA],
 delegate their responsibility for supervision to the competent authorities which authorised and supervise the parent undertaking so that they assume responsibility for supervising the subsidiary in accordance with this Directive. The 
EBA
 shall be kept informed of the existence and content of such agreements. It shall forward such information to the competent authorities of the other Member States and to the European Banking Committee.’.










(27)


Article 
131a
 is amended as follows:








(a)






paragraph 1 is replaced by the following:




‘1.
   
The consolidating supervisor shall establish colleges of supervisors to facilitate the exercise of the tasks referred to in Article 129 and Article 130(1) and subject to the confidentiality requirements of paragraph 2 of this Article and compatibility with Union law, ensure appropriate coordination and cooperation with relevant third country competent authorities where appropriate.




The EBA shall lead in ensuring, promote and monitor the efficient, effective and consistent functioning of colleges referred to in this Article in accordance with Article 12 of Regulation (EU) No …/2010 [EBA]. To this end, the EBA shall participate as it deems appropriate and shall be considered as a competent authority for that purpose.




Colleges of supervisors shall provide a framework for the consolidating Supervisor, the EBA and the other competent authorities concerned to carry out the following tasks:










(a)






exchanging information among themselves and with the EBA in accordance with Article 12 of Regulation (EU) No …/2010 [EBA];














(b)






agreeing on voluntary entrustment of tasks and voluntary delegation of responsibilities where appropriate;














(c)






determining supervisory examination programmes based on a risk assessment of the group in accordance with Article 124;














(d)






increasing the efficiency of supervision by removing unnecessary duplication of supervisory requirements, including in relation to the information requests referred to in Article 130(2) and Article 132(2);














(e)






consistently applying the prudential requirements under this Directive across all entities within a banking group without prejudice to the options and discretions available in Community legislation;














(f)






applying Article 129(1)(c) taking into account the work of other forums that may be established in this area.








The competent authorities and the EBA participating in the colleges of supervisors shall cooperate closely. The confidentiality requirements under Chapter 1, Section 2 shall not prevent competent authorities from exchanging confidential information within colleges of supervisors. The establishment and functioning of colleges of supervisors shall not affect the rights and responsibilities of the competent authorities under this Directive.’.














(b)






in paragraph 2:










(i)




the second subparagraph is replaced by the following:
‘In order to ensure 
consistent harmonisation of this Article and Article 42a(3), EBA may
 develop draft 
regulatory
 standards 
in order to specify general conditions of
 functioning of colleges.


Power is delegated to the Commission to adopt the draft regulatory standards referred to in point a of the second subparagraph in accordance with the procedure laid down in Articles 7 to 7d of Regulation (EU) No …/2010 [EBA].
’










(ii)


the 
sixth
 subparagraph is replaced by the following:
‘The consolidating supervisor, subject to the confidentiality requirements under Chapter 1, Section 2, shall inform the 
EBA
 of the activities of the college of supervisors, including in emergency situations, and communicate to 
the EBA
 all information that is of particular relevance for the purposes of supervisory convergence.’.




















(27a)






In Article 132(1), the following subparagraphs are inserted after the first subparagraph:




‘The competent authorities shall cooperate with EBA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [EBA].




The competent authorities shall provide EBA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No …/2010 [EBA], in accordance with Article 20 of that Regulation.’.














(27b)






In Article 140, the third paragraph is replaced by the following:




‘3.
   
The competent authorities responsible for supervision on a consolidated basis shall establish lists of the financial holding companies referred to in Article 71(2). Those lists shall be communicated to the competent authorities of the other Member States, to the EBA and to the Commission.’.












(28)


Article 143(2) is amended as follows:






(a)


the following sentence is added at the end of the first sub-paragraph:
‘The 
EBA
 shall assist the Commission and the European Banking Committee in carrying out those tasks, including as to whether such guidance should be updated.’;










(b)


the second sub-paragraph is replaced by the following:
‘The competent authority carrying out the verification referred to in the first sub-paragraph of paragraph 1 shall take into account any such guidance. For this purpose, the competent authority shall consult the EBA before adopting a decision.’.
















(28a)






Article 143(3), the fourth subparagraph is replaced by the following:




‘The supervisory techniques shall be designed to achieve the objectives of consolidated supervision as defined in this Chapter and shall be notified to the other competent authorities involved, the EBA and the Commission.’












(29)


In Article 144, the following paragraph is added:
‘In order to ensure uniform application of this Article, the European Banking Authority shall develop draft 
implementing
 technical standards to determine ▐ the format, structure, contents list and annual publication date of the disclosures provided for in this Article. The Authority shall submit those draft technical standards to the Commission by 1 January 2014.


Power is conferred on the
 Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the third paragraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010 [EBA]
.’.










(30)


In Article 150, the following paragraph is added:






(a)


The following paragraph 3 is added:
‘3.   The 
EBA
 shall develop draft 
implementing
 technical standards to 
ensure uniform application of this Directive with respect to
:






(a)


the conditions of application of points 15 to 17 of Annex V;










(b)


the conditions of application of Part 2 of Annex VI in respect of the quantitative factors referred to in point 12, the qualitative factors referred to in point 13 and the benchmark referred to in point 14;




The 
EBA
 shall submit those draft 
implementing
 technical standards to the Commission by 1 January 2014.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with the procedure laid down in 
Article 7e
 of Regulation.
(EU) No …/2010 [EBA]
’.














(31)


▐ Article 156 
is amended as follows:










(a)






the term ‘Committee of European Banking Supervisors’ is replaced by ‘European Banking Authority’;














(b)






the first subparagraph is replaced by the following:




‘The Commission, in cooperation with the EBA and the Member States, and taking into account the contribution of the European Central Bank, shall periodically monitor whether this Directive, together with Directive 2006/49/EC, has significant effects on the economic cycle and, in the light of that examination, shall consider whether any remedial measures are justified.’.











Article 10


Amendments to Directive 2006/49/EC



Directive 2006/49/EC is amended as follows:










(1)




In Article 18 ▐, the following paragraph is added:
‘5.   ▐ The European Banking Authority 
(EBA)
 established by Regulation 
(EU) No …/2010
 of the European Parliament and of the Council may develop draft 
regulatory
 standards 
to specify the assessment methodology under which
 competent authorities permit ▐ institutions to use internal models for the purposes of calculating capital requirements under this Directive.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in 
point a of
 the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.












(1a)






In Article 22(1), the following subparagraph is added:




‘Where the competent authorities waive the application of capital requirements on a consolidated basis provided for in this Article, they shall notify the EBA and the Commission.’.














(1b)






Article 32(1) is amended as follows:










(a)






the second paragraph is replaced by the following:




‘The competent authorities shall notify the EBA, the Council and the Commission of those procedures.’.














(b)






the following paragraph is added:




‘3a.
   
The European Banking Authority shall issue guidelines in relation to the procedures referred to in the first paragraph of this Article.’.


















(1c)






Article 36(1) is replaced by the following:




‘1.
   
Member States shall designate the authorities which are competent to carry out the duties provided for in this Directive. They shall inform the EBA and the Commission thereof, indicating any division of duties.’.














(1d)






In Article 38(1), the following subparagraphs are added:




‘1.
   
The competent authorities shall cooperate with EBA for the purposes of this Directive, in accordance with Regulation (EU) No …/2010 [EBA].




2.
   
The competent authorities shall without delay provide EBA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No …/2010 [EBA], in accordance with Article 20 of that Regulation.’.







Article 11


Amendments to Directive 2009/65/EC
(UCITS)

Directive 2009/65/EC is amended as follows:






(1)


In Article 5, the following paragraph ▐ is added:
‘8.   In order to ensure 
consistent harmonisation
 of this Article 
ESMA
 may develop draft 
regulatory
 standards to 
specify
 the ▐ information to be provided to the competent authorities in the application for authorisation of a UCITS.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with the procedure laid down in 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.












(1a)






In Article 6(1) the following subparagraph is added:




‘ESMA shall be notified of every authorisation granted and shall publish and keep up-to-date a list of authorised management companies on its website.’.












(2)


In Article 7, the following paragraph ▐ is added:
‘6.   In order to ensure 
consistent harmonisation
 of this Article, 
ESMA shall
 develop draft 
regulatory
 standards to:








(a)






specify the information to be provided to the competent authorities in the application for the authorisation of the management company, including the programme of activity;














(b)






specify the requirements applicable to the management company under Article 7(2) and the information for the notification foreseen in Article 7(2);














(c)






specify the requirements applicable to shareholders and members with qualifying holdings, as well as to specify obstacles which may prevent effective exercise of the supervisory functions of the competent authority, as foreseen in Articles 8(1) and Articles 10(1)-(2) of Directive 2004/39/EC, as referred to in Article 11 of this Directive.








The Authority shall submit the draft regulatory technical standards referred to in points (a) and (b) to the Commission by 1 January 2014.




Power is delegated to the Commission to adopt the draft regulatory technical standards referred to in points (a), (b) and (c) in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to determine standard forms, templates and procedures for the notification or provision of information provided for in points (a) and (b) of the first subparagraph.




The Authority shall submit those draft implementing technical standards to the Commission by 1 January 2014.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the fourth subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.
’.












(2a)






Article 9(2) is replaced by the following:




‘2.
   
Member States shall inform ESMA and the Commission of any general difficulties which UCITS encounter in marketing their units in any third country.




The Commission shall examine such difficulties as quickly as possible in order to find an appropriate solution. The European Securities and Markets Authority shall assist it in discharging this task.’














(2b)






In Article 11, the following paragraph is added:




‘3.
   
In order to ensure consistent harmonisation of this Directive the ESA may develop draft regulatory standards to establish an exhaustive list of information, as provided for in this Article, with reference to Article 10b(4) of Directive 2004/39/EC, to be included by proposed acquirers in their notification, without prejudice to Article 10a(2) of that Directive




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the modalities of the consultation process between the relevant competent authorities, as provided for in this Article, with reference to Article 10(4) of Directive 2004/39/EC.




Power is conferred to the Commission to adopt the draft implementing technical standards referred to in the first subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.














(2c)






Article 12(3) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘3.
   
Without prejudice to Article 116, the Commission shall adopt, by 1 July 2010, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying the procedures and arrangements as referred to under point (a) of the second subparagraph of paragraph 1 and the structures and organisational requirements to minimise conflicts of interests as referred to under point (b) of the second subparagraph of paragraph 1.’;














(b)






the second subparagraph is deleted.
















(3)


In Article 12, the following paragraph ▐ is added:
‘4.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the procedures, arrangements, structures and organisational requirements referred to in paragraph 3 of this Article.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation.
(EU) No …/2010
.’.












(3a)






Article 14(2) is amended as follows:










(a)






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




‘2.
   
Without prejudice to Article 116, the Commission shall adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures, with a view to ensuring that the management company complies with the duties set out in paragraph 1, in particular to:’;














(b)






the second subparagraph is deleted.
















(4)


In Article 14, the following paragraph 3 is added:
‘3.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the criteria, principles and steps referred to in points (a), (b), and (c) of the 
second paragraph
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.












(4a)






In Article 17, the following paragraph is added:




‘10.
   
In order to ensure consistent harmonisation of this Article ESMA may develop draft regulatory standards to specify the information to be notified in accordance with paragraphs 1, 2, 3, 8 and 9.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the transmission of information in accordance with paragraphs 3and 9.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.














(4b)






In Article 18, the following paragraph is added:




‘4a.
   
In order to ensure consistent harmonisation of this Article ESMA may develop draft regulatory standards to specify the information to be notified in accordance with paragraphs 1, 2 and 4.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the transmission of information in accordance with paragraphs 2 and 4.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.














(4c)






In Article 20, the following paragraph is added:




‘4a.
   
In order to ensure consistent harmonisation and uniform application of this Article, ESMA may develop draft technical regulatory standards to determine the information to be provided to the competent authorities in the application for managing a UCITS established in another Member State.




The Commission may adopt the draft technical standards referred to in the first subparagraph in accordance with the procedure laid down in Article 7 of Regulation (EU) No …/2010 [ESMA].




In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for such provision of information.




Power is conferred on the Commission to adopt the draft implementing technical standards referred to in the third subparagraph in accordance with Article 7e of Regulation (EU) No …/2010.’.












(5)


In Article 21(7), the first subparagraph is replaced by the following:
‘7.   Before following the procedure laid down in paragraphs 3, 4 or 5, the competent authorities of the management company’s host Member State may, in emergencies, take any precautionary measures necessary to protect the interests of investors and others for whom services are provided. The Commission, 
ESMA
, and the competent authorities of the other Member States concerned shall be informed of such measures at the earliest opportunity.’.












(5a)






In Article 21(7), the second subparagraph is replaced by the following:




‘After consulting the competent authorities of the Member States concerned, the Commission may decide that the Member State in question must amend or abolish those measures, without prejudice to ESMA’s powers under Article 9 of Regulation (EU) No …/2010 [ESMA]’.














(5b)






The first subparagraph of Article 21(9) is replaced by the following:




‘9.
   
Member States shall inform ESMA and the Commission of the number and type of cases in which they refuse authorisation under Article 17 or an application under Article 20 and of any measures taken in accordance with paragraph 5 of this Article.’.














(5c)






Article 23(6) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘6.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures in relation to the measures to be taken by a depositary in order to fulfil its duties regarding a UCITS managed by a management company established in another Member State, including the particulars that need to be included in the standard agreement to be used by the depositary and the management company in accordance with paragraph 5.’;














(b)






the second subparagraph of Article 23(6) is deleted.
















6.


In Article 29, the following 
paragraphs are
 added:
‘5.   In order to ensure 
consistent harmonisation
 of this 
Directive
, the 
ESA
 may develop draft 
regulatory
 standards to 
specify:










(a)






the information to be provided to the competent authorities in the application for the authorisation of the investment company, including the programme of operations, and














(b)






the obstacles which may prevent effective exercise of the supervisory functions of the competent authority, as set under Article 29(1)(c).








Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.




6.
   
In order to ensure uniform conditions of application of this Article, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the provision of information referred to in point a of paragraph 5.




Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.












(6a)






Article 32(6) is replaced by the following:




‘6.
   
Member States shall inform the European Securities and Markets Authority and the Commission of the identities of the investment companies benefiting from the derogations provided for in paragraphs 4 and 5.’.














(6b)






Article 33(6) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘6.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures in relation to the measures to be taken by a depositary in order to fulfil its duties regarding a UCITS managed by a management company established in another Member State, including the particulars that need to be included in the standard agreement to be used by the depositary and the management company in accordance with paragraph 5.’;














(b)






the second subparagraph is deleted.


















(6c)






Article 43(5) is amended as follows:










(a)






the first subparagraph is replaced by the following:




‘5.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying the detailed content, format and method by which to provide the information referred to in paragraphs 1 and 3.’;














(b)






the second subparagraph is deleted.
















(7)


In 
Article
 43, the following paragraph 6 is added:
‘6.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the content, format and method by which the information referred to in paragraphs 1 and 3 of this Article should be provided.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(8)


In Article 50, the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation
 of this Article 
ESMA
 may develop draft 
regulatory
 standards to 
specify
 the provisions concerning the categories of assets in which UCITS can invest in accordance 
with
 this Article 
and with delegated acts adopted by the Commission which relate to such provisions
.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(9)


Article 51 
is amended as follows:










(a)






in paragraph 1, the following subparagraph is added:




‘National competent authorities shall ensure that all information received under the previous paragraph aggregated in respect of all the management or investment companies they supervise is accessible to ESMA and the ESRB for the purpose of monitoring systemic risks at Union level.’;














(b)






paragraph 4 is replaced by the following:




‘4.
   
Without prejudice to Article 116, the Commission shall adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying the following:










(a)






criteria for assessing the adequacy of the risk management process employed by the management company in accordance with the first subparagraph of paragraph 1;














(b)






detailed rules regarding the accurate and independent assessment of the value of OTC derivatives; and














(c)






detailed rules regarding the content of and procedure to be followed for communicating the information referred to in the third subparagraph of paragraph 1 to the competent authorities of the management company’s home Member State.’;
















(c)


the following paragraph ▐ is added:
‘5.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the criteria and rules referred to in points (a), (b) and (c) of paragraph 4.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.
















(9a)






In Article 52(4), the third subparagraph, is replaced by the following:




‘Member States shall send to ESMA a list of the categories of bonds referred to in the first subparagraph together with the categories of issuers authorised, in accordance with the laws and supervisory arrangements mentioned in that subparagraph, to issue bonds complying with the criteria set out in this Article. A notice specifying the status of the guarantees offered shall be attached to those lists. The Commission and the European Securities and Markets Authority shall immediately forward that information to the other Member States together with any comments they consider appropriate and shall make the information available to the public on their website. Such communications may be the subject of exchanges of views within the European Securities Committee referred to in Article 112(1).’.












(10)


▐ Article 60 
is amended as follows:










(a)






in paragraph 6:










(i)






the first subparagraph is replaced by the following:




‘6.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying:’;














(ii)






the second subparagraph is deleted;


















(b)




the following paragraph ▐ is added:
‘7.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the agreement, measures and procedures referred to in points (a), (b) and (c) of paragraph 6.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with the 
Article 7e
 of Regulation 
(EU) No …/2010
.’.














(11)


▐ Article 61 
is amended as follows:










(a)






paragraph 3 is replaced by the following:




‘3.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures further specifying the following:










(a)






the particulars that need to be included in the agreement referred to in paragraph 1; and














(b)






the types of irregularities referred to in paragraph 2 which are deemed to have a negative impact on the feeder UCITS.’.


















(b)




the following paragraph ▐ is added:
‘4.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the agreement
, measures
 and types of irregularities referred to in points (a) and (b) of paragraph 3.


Power is conferred on
 Tthe Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.
















(11a)






Article 62(4) is replaced by the following:




‘4.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying the content of the agreement referred to in the first subparagraph of paragraph 1.’.














(11b)






Article 64(4) is replaced by the following:




‘4.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying:










(a)






the format and the manner in which to provide the information referred to in paragraph 1; or














(b)






in the event that the feeder UCITS transfers all or parts of its assets to the master UCITS in exchange for units, the procedure for valuing and auditing such a contribution in kind and the role of the depositary of the feeder UCITS in that process.’.
















(12)


In Article 64, the following paragraph ▐ is added:
‘5.   In order to ensure uniform 
conditions of
 application 
in which the information is provided
 of this Article, 
ESMA
 may develop draft 
implementing
 technical standards to determine the 
delegated acts
 adopted by the Commission regarding the 
format and the manner of the
 information 
provided
 and procedure referred to in points (a) and (b) of paragraph 4.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.










(13)


In Article 69, the following paragraph ▐ is added:
‘5.   In order to ensure 
consistent harmonisation
 of this Article, 
ESMA
 may develop draft 
regulatory
 standards to 
specify
 the provisions concerning the content of the prospectus, the annual report and the half-yearly report as laid down in Annex I, and the format of these documents.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.












(13a)






Article 75(4) is replaced by the following:




‘4.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures which define the specific conditions which need to be met when providing the prospectus in a durable medium other than paper or by means of a website which does not constitute a durable medium.’.














(13b)






Article 78(7) is replaced by the following:




‘7.
   
The Commission shall adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures which define the following:










(a)






the detailed and exhaustive content of the key investor information to be provided to investors as referred to in paragraphs 2, 3 and 4;














(b)






the detailed and exhaustive content of the key investor information to be provided to investors in the following specific cases:










(i)






for UCITS having different investment compartments, the key investor information to be provided to investors subscribing to a specific investment compartment, including how to pass from one investment compartment into another and the costs related thereto;














(ii)






for UCITS offering different share classes, the key investor information to be provided to investors subscribing to a specific share class;














(iii)






for fund of funds structures, the key investor information to be provided to investors subscribing to a UCITS, which invests itself in other UCITS or other collective investment undertakings referred to in Article 50(1)(e);














(iv)






for master-feeder structures, the key investor information to be provided to investors subscribing to a feeder UCITS; and














(v)






for structured, capital protected and other comparable UCITS, the key investor information to be provided to investors in relation to the special characteristics of such UCITS; and


















(c)






the specific details of the format and presentation of the key investor information to be provided to investors as referred to in paragraph 5.’.
















(14)


In Article 78, the following paragraph ▐ is added:
‘8.   In order to ensure uniform 
conditions of
 application of this Article, 
ESMA
 may develop draft 
implementing
 technical standards ▐ to determine the 
delegated acts
 adopted by the Commission 
in accordance with paragraph 7
 regarding the information referred to in paragraph 3.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.












(14a)






Article 81(2) is replaced by the following:




‘2.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures which define the specific conditions which need to be met when providing key investor information in a durable medium other than on paper or by means of a website which does not constitute a durable medium.’.














(14b)






In Article 83, the following paragraph is added:




‘3.
   
In order to ensure consistent harmonisation of this Article, ESMA may develop draft regulatory standards to specify the requirements of this Article relating to borrowing.




Power is delegated to the Commission to adopt the draft regulatory standards referred to in the first subparagraph in accordance with Articles 7 to 7d of Regulation (EU) No …/2010.’.












(15)


In Article 84, the following paragraph ▐ is added:
‘4.   In order to ensure 
consistent harmonisation
 of this Article, 
ESMA
 may develop draft 
regulatory
 standards to 
specify
 the conditions 
which need to be met by the UCITS after the adoption of
 the temporary suspension of the re-purchase or redemption of the units of the UCITS as referred to in point (a) of paragraph 2, once the suspension has been decided.


Power is delegated to
 the Commission 
to
 adopt the draft 
regulatory
 standards referred to in the first subparagraph in accordance with 
Articles 7 to 7d
 of Regulation 
(EU) No …/2010
.’.












(15a)






Article 95(1) is amended as follows:




‘1.
   
The Commission may adopt, by means of delegated acts in accordance with Articles 112, 112a and 112b, measures specifying:










(a)






the scope of the information referred to in Article 91(3);














(b)






the facilitation of access for the competent authorities of the UCITS host Member States to the information or documents referred to in Article 93(1), (2) and (3) in accordance with Article 93(7).’.
















16.


In Article 95, paragraph 2 is replaced by the following:
‘2.   In order to ensure uniform 
conditions of
 application of Article 93, 
ESMA
 may develop draft 
implementing
 technical standards to determine ▐:






(a)


the form and contents of a standard model notification letter to be used by a CITS for the purpose of notification referred to in Article 93(1), including an indication as to which documents the translations refer to;










(b)


the form and contents of a standard model attestation to be used by competent authorities of Member States referred to in Article 93(3);










(c)


the procedure for the exchange of information and the use of electronic communication between competent authorities for the purpose of notification under the provisions of Article 93.






Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
.’.












(16a)






Article 97(1) is replaced by the following:




‘1.
   
Member States shall designate the competent authorities which are to carry out the duties provided for in this Directive. They shall inform the European Securities and Markets Authority and the Commission thereof, indicating any division of duties.’.














(16b)






In Article 101, the following paragraph is inserted:




‘2a.
   
The competent authorities shall cooperate with the ESMA for the purposes of this Directive, in accordance with Regulation …/… [ESMA].




The competent authorities shall without delay provide the ESMA with all information necessary to carry out its duties, in accordance with Article 20 of Regulation (EU) No …/2010 [ESMA].’.












(17)


In Article 101, paragraphs 8 and 9 are replaced by the following:
‘8.   
The
 competent authorities may bring to the attention of 
ESMA
 situations where a request:






(a)


to exchange information as provided for in Article 109 has been rejected or has not been acted upon within a reasonable time;










(b)


to carry out an investigation or on-the-spot verification as provided for in Article 110 has been rejected or has not been acted upon within a reasonable time; or










(c)


for authorisation for its officials to accompany those of the competent authority of the other Member State has been rejected or has not been acted upon within a reasonable time.






Without prejudice to the provisions of Article 258 TFEU, in these cases ESMA may act in accordance with the powers conferred on it by Article 11 of Regulation (EU) No …/2010 [ESMA], without prejudice to the possibilities for refusing to act on a request for information or for an investigation foreseen in paragraph 6 of this Article and to ESMA’s possibility to act in accordance with Article 9 of that Regulation in these cases.


9.   In order to ensure uniform application of this Article, 
ESMA
 may develop draft technical 
implementing
 standards to 
establish common procedures for competent authorities to cooperate in
 on-the-spot verifications and investigations as referred to in paragraphs 4 and 5.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e of Regulation …/2010
 [ESMA].’










(18)


Article 102 is amended as follows:






(a)


in paragraph 2, the first subparagraph is replaced by the following:
‘2.   Paragraph 1 shall not prevent the competent authorities of the Member States from exchanging information in accordance with this Directive or other 
Union legislation
 applicable to UCITS or to undertakings contributing towards their business activity or from transmitting it to 
ESMA in accordance with Regulation (EU) No …/2010
 or the European Systemic Risk Board established by Regulation 
(EU) No …/2010
 of the European Parliament and of the Council. That information shall be subject to the conditions of professional secrecy laid down in paragraph 1 
of this Article
.’;










(b)


in paragraph 5, the following point ▐ is added:






‘(d)


the 
European Securities and Market Authority (ESMA)
 established by Regulation 
(EU) No …/2010 of the
 European Parliament and of the Council
, the European Banking Authority (EBA) established by Regulation (EU) No …/2010 European Parliament and of the Council,
 the European Insurance and Occupational Pensions Authority 
(EIOPA)
 established by Regulation. 
(EU) No …/2010
 of the European Parliament and of the Council and the 
ESRB
.’.




















(18a)






Article 103(3) is replaced by the following:




‘3.
   
Member States shall communicate to ESMA, to the Commission and to the other Member States the names of the authorities which may receive information pursuant to paragraph 1.’.














(18b)






Article 103(7) is replaced by the following:




‘7.
   
Member States shall communicate to ESMA, to the Commission and to the other Member States the names of the authorities or bodies which may receive information pursuant to paragraph 4.’.












(19)


Article 105 is replaced by the following:

‘Article 105

In order to ensure uniform application of the provisions in this Directive concerning the exchange of information, 
ESMA
 may develop draft technical standards to determine the conditions of application with regard to the procedures for exchange of information between competent authorities and between the competent authorities and 
ESMA
.


Power is conferred on
 the Commission 
to
 adopt the draft 
implementing
 technical standards referred to in the first subparagraph in accordance with 
Article 7e
 of Regulation 
(EU) No …/2010
 [ESMA].’.










(20)


In Article 108(5), point (b) of the first subparagraph and the second subparagraph are replaced by the following:






‘(b)


if necessary, bring the matter to the attention of 
ESMA
, which may act in accordance with the powers conferred on it by 
Article 11 of
 Regulation 
(EU) No …/2010
 [ESMA].
The Commission and the European Securities and Markets Authority shall be informed without delay of any measure taken pursuant to point (a) of the first subparagraph.’.
















(20a)






The title of chapter XIII is replaced by the following:














(20b)






Article 111 is replaced by the following:



‘Article 111



The Commission may adopt technical amendments to this Directive in the following areas:










(a)






clarification of the definitions in order to ensure consistent harmonisation and uniform application of this Directive throughout the Union; or














(b)






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








Those measures shall be adopted by means of delegated acts in accordance with Articles 112, 112a and 112b.’.














(20c)






Article 112 is replaced by the following:



‘Article 112



1.
   
The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC.




2.
   
The power to adopt the delegated acts referred to in Articles 12, 14, 23, 33, 43, 51, 60, 61, 62, 64, 75, 78, 81, 95 and 111 shall be conferred on the Commission for a period of four years following the entry into force of this Directive. The Commission shall make a report in respect of delegated powers at the latest 6 months before the end of the four-year period. The delegation of powers shall be automatically extended for periods of an identical duration, unless the European Parliament or the Council revokes it in accordance with Article 64c.




2a.
   
As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.




2b.
   
The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 112a and 112b.




3.
   
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.’.














(20d)






The following articles are inserted:



‘Article 112a


Revocation of the delegation



1.
   
The delegation of power referred to in Articles 12, 14, 23, 33, 43, 51, 60, 61, 62, 64, 75, 78, 81, 95 and 111 may be revoked at any time by the European Parliament or by the Council.




2.
   
The institution which has commenced an internal procedure for deciding whether to revoke the delegation of powers shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated powers which could be subject to revocation.




3.
   
The decision of revocation shall put an end to the delegation of the powers specified in that decision. It shall take effect immediately or at a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the Official Journal of the European Union.



Article 112b


Objections to delegated acts



1.
   
The European Parliament or the Council may object to a delegated act within a period of three months from the date of notification. At the initiative of the European Parliament or the Council this period may be extended by three months.




2.
   
If, on the expiry of that period neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the Official Journal of the European Union and shall enter into force at the date stated therein.




The delegated act may be published in the Official Journal of the European Union and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.




3.
   
If the European Parliament or the Council objects to a delegated act, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.’.







Article 11a


Review



The Commission shall, by 1 January 2014, submit to the European Parliament and to the Council a report specifying whether the ESA have submitted the draft technical standards foreseen in this Directive, where such submission is mandatory or optional, with any appropriate proposals.



Article 12


Transposition

1.   Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 31 December 2010 at the latest. They shall forthwith communicate to the Commission the text of those provisions and a correlation table between those provisions and this Directive.
When Member States adopt those measures, they shall contain a reference to this Directive or shall be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.
2.   Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.

Article 13


Entry into force

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

Article 14


Addressees

This Directive is addressed to the Member States.

Done at

For the European Parliament
The President


For the Council
The President





(1)  The matter was then referred back to committee pursuant to Rule 57(2), second subparagraph (A7-0163/2010).

(2)  Amendments: new or amended text is highlighted in 
bold italics
; deletions are indicated by the symbol ▐.

(3)  Opinion of 18 March 2010 (not yet published in the Official Journal).

(4)  Position of the European Parliament of ….

(5)  COM(2009)0114.

(6)  COM(2009)0252.

(7)  OJ L 177, 30.6.2006, p. 1.

(8)  OJ L 145, 30.4.2004, p. 1.

(9)  OJ L 345, 31.12.2003, p. 64.

(10)  

OJ L 166, 11.6.1998, p. 45.



(11)  

OJ L 235, 23.9.2003, p. 10.



(12)  OJ L 166, 11.6.1998, p. 45.

(13)  OJ L 35, 11.2.2003, p. 1.

(14)  OJ L 96, 12.4.2003, p. 16.

(15)  OJ L 235, 23.9.2003, p. 10.

(16)  OJ L 390, 31.12.2004, p. 38.

(17)  OJ L 309, 25.11.2005, p. 15.

(18)  OJ L 177, 30.6.2006, p. 1.

(19)  OJ L 177, 30.6.2006, p. 201.

(20)  

OJ L 302, 17.11.2009, p. 32.



(21)  OJ L ’.

(22)  OJ L ’;

(23)  OJ L 222, 14.8.1978, p. 11.