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8.12.2011 Official
Journal
of
the
European
Union L
326/113
DIRECTIVES
DIRECTIVE 2011/89/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 16 November 2011
amending Directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC as regards the
supplementary supervision of financial entities in a financial conglomerate
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
a stand alone, consolidated or group basis, without dupli
EUROPEAN UNION,
cating or affecting the group and regardless of the legal
structure of the group.
Having regard to the Treaty on the Functioning of the European
Union, and in particular Article 53(1) thereof,
(2)
It is appropriate to ensure consistency between the aims
of Directive 2002/87/EC, on the one hand, and Council
Having regard to the proposal from the European Commission,
Directives 73/239/EEC
( 4 ) and 92/49/EEC
( 5 ) and
Directives 98/78/EC ( 6 ), 2002/83/EC ( 7 ), 2004/39/EC ( 8 ),
2005/68/EC ( 9 ), 2006/48/EC
( 10 ), 2006/49/EC
( 11 ),
After transmission of the draft legislative act to the national
2009/65/EC ( 12 ), 2009/138/EC ( 13 ) and 2011/61/EU ( 14 )
parliaments,
of the European Parliament and of the Council, on the
other, in order to enable appropriate supplementary
supervision of insurance and banking groups, including
Having regard to the opinion of the European Central Bank (
where they are part of a mixed financial holding

1 ),
structure.
( 4 ) First Council Directive 73/239/EEC of 24 July 1973 on the coor
Acting in accordance with the ordinary legislative procedure ( 2 ),
dination of laws, regulations and administrative provisions relating
to the taking-up and pursuit of the business of direct insurance
other than life assurance (OJ L 228, 16.8.1973, p. 3).
( 5 ) Council Directive 92/49/EEC of 18 June 1992 on the coordination
Whereas:
of laws, regulations and administrative provisions relating to direct
insurance other than life assurance (third non-life insurance
Directive) (OJ L 228, 11.8.1992, p. 1).
( 6 ) Directive 98/78/EC of the European Parliament and of the Council
(1) Directive
2002/87/EC
of
the
European
Parliament
and
of
of 27 October 1998 on the supplementary supervision of insurance
the Council of 16 December 2002 on the supplementary
and reinsurance undertakings in an insurance or reinsurance group
supervision of credit institutions, insurance undertakings
(OJ L 330, 5.12.1998, p. 1).
and investment firms in a financial conglomerate (
( 7 ) Directive 2002/83/EC of the European Parliament and of the

3 )
Council of 5 November 2002 concerning life assurance (OJ
provides competent authorities in the financial sector
L 345, 19.12.2002, p. 1).
with supplementary powers and tools for the supervision
( 8 ) Directive 2004/39/EC of the European Parliament and of the
of groups composed of many regulated entities, which
Council of 21 April 2004 on markets in financial instruments
are active in different sectors of the financial markets.
(OJ L 145, 30.4.2004. p. 1).
Such groups (financial conglomerates), are exposed to
( 9 ) Directive 2005/68/EC of the European Parliament and of the
risks (group risks) which include: the risks of contagion,
Council of 16 November 2005 on reinsurance (OJ L 323,
9.12.2005, p. 1).
where risks spread from one end of the group to
( 10 ) Directive 2006/48/EC of the European Parliament and of the
another; risk concentration, where the same type of
Council of 14 June 2006 relating to the taking up and pursuit of
risk materialises in various parts of the group at the
the business of credit institutions (OJ L 177, 30.6.2006, p. 1).
same time; the complexity of managing many different
( 11 ) Directive 2006/49/EC of the European Parliament and of the
legal entities; potential conflicts of interest; and the
Council of 14 June 2006 on the capital adequacy of investment
firms and credit institutions (OJ L 177, 30.6.2006, p. 201).
challenge of allocating regulatory capital to all the
( 12 ) Directive 2009/65/EC of the European Parliament and of the
regulated entities which are part of the financial
Council of 13 July 2009 on the coordination of laws, regulations
conglomerate, thereby avoiding the multiple use of
and administrative provisions relating to undertakings for collective
capital. Financial conglomerates should therefore be
investment in transferable securities (UCITS) (OJ L 302,
subject to supervision supplementary to supervision on
17.11.2009, p. 32).
( 13 ) Directive 2009/138/EC of the European Parliament and of the
Council of 25 November 2009 on the taking-up and pursuit of
( 1 ) OJ C 62, 26.2.2011, p. 1.
the business of Insurance and Reinsurance (Solvency II) (OJ L 335,
( 2 ) Position of the European Parliament of 5 July 2011 (not yet
17.12.2009, p. 1).
published in the Official Journal) and decision of the Council of
( 14 ) Directive 2011/61/EU of the European Parliament and of the
8 November 2011.
Council of 8 June 2011 on Alternative Investment Fund
( 3 ) OJ L 35, 11.2.2003, p. 1.
Managers (OJ L 174, 1.7.2011, p. 1).

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L 326/114
EN
Official Journal of the European Union
8.12.2011
(3) It
is
necessary
that
financial
conglomerates
are
identified
particular where the head office of one of its subsidiaries
throughout the Union according to the extent to which
is in a third country, the undertakings to which this
they are exposed to group risks, on the basis of common
Directive applies should include any undertaking, in
guidelines to be issued by the European Supervisory
particular any credit institution which has its registered
Authority (European Banking Authority) established by
office in a third country and which would require auth
Regulation (EU) No
1093/2010 of the European
orisation if its registered office were in the Union.
Parliament and of the Council ( 1 ) (EBA), the European
Supervisory Authority (European Insurance and Occupa
tional Pensions Authority) established by Regulation (EU)
No 1094/2010 of the European Parliament and of the
(7) The
supplementary
supervision
of
large,
complex,
inter
Council ( 2 ) (EIOPA) and the European Supervisory
nationally operating financial conglomerates requires
Authority (European Securities and Markets Authority)
coordination throughout the Union, in order to
established by Regulation (EU) No 1095/2010 of the
contribute to the stability of the internal market for
European Parliament and of the Council ( 3 ) (ESMA) in
financial services. To that end, competent authorities
accordance with Article 56 of Regulation (EU)
need to agree upon the supervisory approaches to be
No 1093/2010, of Regulation (EU) No 1094/2010 and
applied to those financial conglomerates. The ESAs
of Regulation (EU) No 1095/2010, through the Joint
should issue, in accordance with Article 56 of Regulation
Committee of the European Supervisory Authorities
(EU) No 1093/2010, of Regulation (EU) No 1094/2010
(Joint Committee). It is also important that the
and of Regulation (EU) No 1095/2010, through the Joint
requirements regarding the waiving of the application
Committee, common guidelines for those common
of supplementary supervision are applied in a risk-
supervisory approaches, thus ensuring a comprehensive
based manner in accordance with those guidelines. This
prudential framework of the supervisory tools and
is of particular importance in the case of the larger,
powers available in the banking, insurance, securities
internationally operating financial conglomerates.
and financial conglomerates directives. The guidelines
provided for in Directive 2002/87/EC should reflect the
supplementary nature of supervision thereunder, and
(4) The
comprehensive
and
adequate
monitoring
of
group
risks in large, complex, internationally operating
complement the sector-specific supervision as provided
financial conglomerates, as well as the supervision of
for by Directives 73/239/EEC, 92/49/EEC, 98/78/EC,
the group-wide capital policies of such groups, is only
2002/83/EC, 2004/39/EC, 2006/48/EC, 2006/49/EC,
possible when competent authorities gather supervisory
2009/138/EC and 2011/61/EU.
information and plan supervisory measures beyond the
national scope of their mandate. It is therefore necessary
that competent authorities coordinate supplementary
supervision on internationally operating financial
(8) There
is
a
genuine
need
to
monitor
and
control
potential
conglomerates among the competent authorities which
group risks, posed to the financial conglomerate, arising
are regarded as most relevant for the supplementary
from participations in other companies. For those cases
supervision of a financial conglomerate. The colleges of
where the specific supervisory powers provided for by
financial conglomerates’ relevant competent authorities
Directive 2002/87/EC appear to be insufficient, the
should act in accordance with the supplementary
supervisory community should develop alternative
nature of Directive 2002/87/EC, and as such should
methods to address and appropriately take into account
not duplicate or replace but should, rather, add value
these risks, preferably by work conducted by the ESAs
to the activities of existing colleges relevant to the
through the Joint Committee. If a participation is the
banking and insurance subgroups within those financial
only element of identification of a financial
conglomerates. A college should be set up for a financial
conglomerate, supervisors should be allowed to assess
conglomerate only where neither a banking nor an
whether the group is exposed to group risks and waive
insurance sectoral college is in place.
the need for supplementary supervision, if appropriate.
(5) In
order
to
ensure
appropriate
regulatory
oversight,
it
is
necessary that the legal structure and the governance and
(9) With
regard
to
certain
group
structures,
supervisors
have
organisational structure, including all regulated entities,
been left without powers in the current crisis since the
non-regulated subsidiaries and significant branches of
regimes provided for in the relevant directives have
banks, insurance undertakings and financial conglom
forced them to choose either sector-specific or supple
erates with cross-border activities, are monitored by
mentary supervision. While a complete review of
EBA, EIOPA, ESMA (hereinafter collectively referred to
Directive 2002/87/EC should be undertaken in the
as ‘the ESAs’) and the Joint Committee, as appropriate,
context of the G20 work on financial conglomerates,
and that information is made available to the relevant
the necessary supervisory powers should be provided
competent authorities.
for as soon as possible.
(6) In
order
to
ensure
effective
supplementary
supervision
of
regulated entities in a financial conglomerate, in
(10) It is appropriate to ensure consistency between the aims
of Directive 2002/87/EC and Directive 98/78/EC.
( 1 ) OJ L 331, 15.12.2010, p. 12.
( 2 ) OJ L 331, 15.12.2010, p. 48.
Directive 98/78/EC should therefore be amended to
( 3 ) OJ L 331, 15.12.2010, p. 84.
define and include mixed financial holding companies. In

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/115
order to ensure timely coherent supervision, Directive
regards the qualitative elements of the supervisory review
98/78/EC should be amended, notwithstanding the
processes. For example, identical fit and proper
imminent application of Directive 2009/138/EC, which
requirements for the management of holding
should be amended to the same effect.
companies are provided for by Directives 98/78/EC,
2002/87/EC, 2006/48/EC and 2009/138/EC. To avoid
an overlap between those provisions and to ensure the
effectiveness of top-level supervision, supervisors should
be able to apply a particular provision only once, while
complying with the equivalent provision in all other
(11) While stress testing should occur regularly for the
applicable directives. Where provisions do not have
banking and insurance subgroups of a financial
identical wording, they should be regarded as equivalent
conglomerate, it is the role of the coordinator
if they are similar in substance, in particular in terms of
appointed in accordance with Directive 2002/87/EC to
risk-based supervision. When assessing equivalence,
decide the appropriateness, parameters and timing of a
supervisors should check, within colleges, whether, in
stress test for an individual financial conglomerate as a
regard to each applicable directive, the scope is covered
whole. For Union-wide stress tests, carried out by the
and the objectives are achieved, without lowering super
ESAs in a sector-specific context, the role of the Joint
visory standards. It should be possible for equivalence
Committee should be to ensure that such stress tests
assessments to evolve in the course of changing super
occur in a consistent manner across sectors. For these
visory frameworks and practices. Equivalence assessments
reasons, the ESAs, through the Joint Committee, should
should therefore be subject to an open, evolutionary
be able to develop supplementary parameters for Union-
process. That process should allow for case-by-case
wide stress tests, capturing the specific group risks that
solutions so that all the relevant features of a particular
typically materialise in financial conglomerates and
group are taken into account. To ensure consistency
should be able to publish the results of those tests,
within the supervisory framework for a particular
where permitted by sectoral legislation. Experience from
group and to obtain a level playing field among all
previous Union-wide stress tests should be taken into
financial conglomerates within the Union, appropriate
account. For example, stress tests should take account
supervisory cooperation is necessary. To that end, the
of liquidity and solvency risks of financial conglomerates.
ESAs, through the Joint Committee, should develop
guidelines aimed at the convergence of equivalence
assessments and work towards issuing binding technical
standards.
(12) The Commission should further develop a coherent and
conclusive system of supervision of financial conglom
erates. The upcoming complete review of Directive
2002/87/EC should cover non-regulated entities, in
particular special purpose vehicles, and should develop
(15) In
order
to
improve
the
supplementary
supervision
of
a risk-based application of the waivers available to super
financial entities in a financial conglomerate, the power
visors in determining a financial conglomerate while
to adopt acts in accordance with Article 290 of the
limiting the use of such waivers. Having regard to the
Treaty on the Functioning of the European Union
sectoral Directives, the review should also consider
(TFEU) should be delegated to the Commission in
systemically relevant financial conglomerates, the size,
respect of technical adaptations to be made to Directive
inter-connectedness or complexity of which make them
2002/87/EC as regards the definitions, the alignment of
particularly vulnerable. Such conglomerates should be
terminology and the calculation methods set out in that
identified by analogy with the evolving standards of the
Directive. It is of particular importance that the
Financial Stability Board and of the Basel Committee on
Commission carry out appropriate consultations during
Banking Supervision. The Commission should consider
its preparatory work, including at expert level. The
proposing regulatory action in this field.
Commission, when preparing and drawing-up delegated

acts, should ensure a simultaneous, timely and appro
priate transmission of relevant documents to the
European Parliament and the Council.
(13) It is appropriate to ensure consistency between the aims
of Directive 2002/87/EC and Directive 2006/48/EC.
Directive 2006/48/EC should therefore be amended to
define and include mixed financial holding companies.
(16) Since the objective of this Directive, namely improving
the supplementary supervision of financial entities in a
financial conglomerate, cannot be sufficiently achieved by
the Member States and can therefore, by reason of the
scale and effects of this Directive, be better achieved at
Union level, the Union may adopt measures, in
(14) The
restored
availability
of
powers
at
the
mixed
financial
accordance with the principle of subsidiarity as set out
holding company level implies that certain provisions of
in Article 5 of the Treaty on European Union. In
Directives 98/78/EC, 2002/87/EC, 2006/48/EC or
accordance with the principle of proportionality, as set
2009/138/EC apply simultaneously at that level. Those
out in that Article, this Directive does not go beyond
provisions may be equivalent to each other, especially as
what is necessary in order to achieve that objective.

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L 326/116
EN
Official Journal of the European Union
8.12.2011
(17) Directives 98/78/EC, 2002/87/EC, 2006/48/EC and
3. The
competent
authority
responsible
for
exercising
2009/138/EC should therefore be amended,
supplementary supervision shall inform the European
Supervisory Authority (European Banking Authority) estab
HAVE ADOPTED THIS DIRECTIVE:
lished by Regulation (EU) No 1093/2010 of the European
Parliament and of the Council (*) (EBA), and the European
Article 1
Supervisory Authority (European Insurance and Occupa
tional Pensions Authority) established by Regulation (EU)
Amendments to Directive 98/78/EC
No 1094/2010 of the European Parliament and of the
Council (**) (EIOPA) of the decisions taken under
Directive 98/78/EC is amended as follows:
paragraphs 1 and 2. EBA, EIOPA and the European Super
visory Authority (European Securities and Markets
(1) Article 1 is amended as follows:
Authority) established by Regulation (EU) No 1095/2010
of the European Parliament and of the Council (***) shall,
(a) point (j) is replaced by the following:
through the Joint Committee of the European Supervisory
Authorities (Joint Committee), develop guidelines aimed at
‘(j) “mixed-activity insurance holding company” means
converging supervisory practices and shall develop draft
a parent undertaking, other than an insurance
regulatory technical standards, which they shall submit to
undertaking, a non-member-country insurance
the Commission within three years of the adoption of those
undertaking, a reinsurance undertaking, a non-
guidelines.
member-country reinsurance undertaking, an
insurance holding company or a mixed financial
holding company, which includes at least one
Power is delegated to the Commission to adopt the regu
insurance undertaking or a reinsurance undertaking
latory technical standards referred to in the first
among its subsidiary undertakings;’;
subparagraph in accordance with Articles 10 to 14 of Regu
lation (EU) No
1093/2010, of Regulation (EU)
(b) the following point is added:
No 1094/2010 and of Regulation (EU) No 1095/2010
‘(m) “mixed financial holding company” means a
respectively.
mixed financial holding company as defined in
Article 2(15) of Directive 2002/87/EC;’;
___________
(2) Article 2(2) is replaced by the following:
(*) OJ L 331, 15.12.2010, p. 12.
(**) OJ L 331, 15.12.2010, p. 48.
‘2. Every
insurance
undertaking
or
reinsurance
under
(***) OJ L 331, 15.12.2010, p. 84.’;
taking the parent undertaking of which is an insurance
holding company, a mixed financial holding company, a
non-member-country insurance or a non-member-country
reinsurance undertaking shall be subject to supplementary
supervision in the manner prescribed in Article 5(2) and
(4) Article 3(1) is replaced by the following:
Articles 6, 8 and 10.’;
(3) the following Article is inserted:
‘1. The exercise of supplementary supervision in
accordance with Article 2 shall in no way imply that the
‘Article 2a
competent authorities are required to play a supervisory role
in relation to the non-member-country insurance under
Level of application with regard to mixed financial
taking, non-member-country reinsurance undertaking,
holding companies
insurance holding company, mixed financial holding
1. Where
a
mixed
financial
holding
company
is
subject
company or mixed-activity insurance holding company
to equivalent provisions under this Directive and under
taken individually.’;
Directive 2002/87/EC, in particular in terms of risk-based
supervision, the competent authority responsible for exer
cising supplementary supervision may, after consulting the
(5) Article 4(2) is replaced by the following:
other competent authorities concerned, apply only the
relevant provision of Directive 2002/87/EC to that mixed
financial holding company.
‘2. Where
insurance
undertakings
or
reinsurance
under
2. Where
a
mixed
financial
holding
company
is
subject
takings authorised in two or more Member States have as
to equivalent provisions under this Directive and under
their parent undertaking the same insurance holding
Directive 2006/48/EC, in particular in terms of risk-based
company, non-member-country insurance undertaking,
supervision, the competent authority responsible for exer
non-member-country reinsurance undertaking, mixed
cising supplementary supervision may, in agreement with
financial holding company or mixed-activity insurance
the consolidating supervisor in the banking and investment
holding company, the competent authorities of the
services sector, apply only the provision of the directive
Member States concerned may reach an agreement as to
relating to the most significant sector as determined in
which of them is to be responsible for exercising supple
accordance with Article 3(2) of Directive 2002/87/EC.
mentary supervision.’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/117
(6) Article 10 is replaced by the following:
(2) “insurance undertaking” means an insurance under
taking within the meaning of Article 13(1), (2) or
(3) of Directive 2009/138/EC;
‘Article 10
Insurance holding companies, mixed financial holding
(3) “investment firm” means an investment firm within
companies, non-member-country insurance
the meaning of point 1 of Article 4(1) of Directive
undertakings and non-member-country reinsurance
2004/39/EC, including the undertakings referred to in
undertakings
Article 3(1)(d) of Directive 2006/49/EC of the
1. In
relation
to
Article
2(2),
Member
States
shall
require
European Parliament and of the Council of 14 June
the method of supplementary supervision to be applied in
2006 on the capital adequacy of investment firms
accordance with Annex II. The calculation shall include all
and credit institutions (********) or an undertaking
related undertakings of the insurance holding company,
the registered office of which is in a third country
mixed financial holding company, non-member-country
and which would require authorisation under
insurance undertaking or non-member-country reinsurance
Directive 2004/39/EC if its registered office were in
undertaking.
the Union;
2. If, on the basis of the calculation referred to in
(4) “regulated entity” means a credit institution, an
paragraph 1, the competent authorities conclude that the
insurance undertaking, a reinsurance undertaking, an
solvency of a subsidiary insurance or reinsurance under
investment firm, an asset management company or
taking of the insurance holding company, mixed financial
an alternative investment fund manager;
holding company, non-member-country insurance under
taking or non-member-country reinsurance undertaking is,
(5) “asset management company” means a management
or may be, jeopardised, they shall take appropriate measures
company within the meaning of Article 2(1)(b) of
at the level of that insurance or reinsurance undertaking.’;
Directive 2009/65/EC or an undertaking the
registered office of which is in a third country and
which would require authorisation under that
(7) Annexes I and II are amended in accordance with Annex I
Directive if its registered office were within the Union;
to this Directive.
(5a) “alternative investment fund manager” means a
Article 2
manager of alternative investment funds within the
Amendments to Directive 2002/87/EC
meaning of Article 4(1)(b), (l) and (ab) of Directive
2011/61/EU or an undertaking the registered office of
Directive 2002/87/EC is amended as follows:
which is in a third country and which would require
authorisation under that Directive if its registered
office were within the Union;
(1) Articles 1 and 2 are replaced by the following:
(6) “reinsurance undertaking” means a reinsurance under
‘Article 1
taking within the meaning of Article 13(4), (5) or (6)
Subject matter
of Directive 2009/138/EC or a special purpose vehicle
within the meaning of Article 13(26) of Directive
This Directive lays down rules for supplementary super
2009/138/EC;
vision of regulated entities which have obtained an auth
orisation in accordance with Article 6 of Directive
73/239/EEC, Article 4 of Directive 2002/83/EC
(*),
(7) “sectoral rules” means Union legislation relating to the
Article 5 of Directive 2004/39/EC (**), Article 3 of
prudential supervision of regulated entities, in
Directive 2005/68/EC
(***), Article 6 of Directive
particular Directives 2004/39/EC, 2006/48/EC,
2006/48/EC (****),
Article
5
of
Directive
2006/49/EC and 2009/138/EC;
2009/65/EC (*****),
Article
14
of
Directive
2009/138/EC (******) or Articles 6 to 11 of Directive
(8) “financial sector” means a sector composed of one or
2011/61/EU (*******), and which are part of a financial
more of the following entities:
conglomerate.
(a) a credit institution, a financial institution or an
This Directive also amends the relevant sectoral rules
ancillary services undertaking within the
which apply to entities regulated by those Directives.
meaning of Article 4(1), (5) or (21) of Directive
2006/48/EC (hereinafter referred to collectively as
“the banking sector”);
Article 2
Definitions
(b) an insurance undertaking, a reinsurance under
For the purposes of this Directive:
taking or an insurance holding company within
the meaning of Article 13(1), (2), (4) or (5) or of
Article 212(1)(f) of Directive 2009/138/EC (here
(1) “credit institution” means a credit institution within
inafter referred to collectively as “the insurance
the meaning of Article 4(1) of Directive 2006/48/EC;
sector”);

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L 326/118
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Official Journal of the European Union
8.12.2011
(c) an investment firm within the meaning of
(i) that entity is a parent undertaking of an
Article 3(1)(b) of Directive 2006/49/EC (here
entity in the financial sector, an entity
inafter referred to collectively as “the investment
which holds a participation in an entity in
services sector”);
the financial sector, or an entity linked with
an entity in the financial sector by a rela
tionship within the meaning of
(9)
“parent undertaking” means a parent undertaking as
Article 12(1) of Directive 83/349/EEC;
defined in Article 1 of Seventh Council Directive
83/349/EEC of 13 June 1983 on consolidated
accounts (*********) or any undertaking which, in
(ii) at least one of the entities in the group or
the opinion of the competent authorities, effectively
subgroup is within the insurance sector and
exercises a dominant influence over another under
at least one is within the banking or
taking;
investment services sector; and
(10) “subsidiary
undertaking”
means
a
subsidiary
under
taking as defined in Article 1 of Directive
(iii) the consolidated or aggregated activities of
83/349/EEC or any undertaking over which, in
the entities in the group or subgroup
the opinion of the competent authorities, a parent
within the insurance sector and of the
undertaking effectively exercises a dominant
entities within the banking and investment
influence or all subsidiaries of such subsidiary
services sector are both significant within
undertakings;
the meaning of Article 3(2) or (3) of this
Directive; or
(11) “participation” means a participation within the
meaning of the first sentence of Article 17 of
(b) where there is no regulated entity at the head of
Fourth Council Directive 78/660/EEC of 25 July
the group or subgroup:
1978 on the annual accounts of certain types of
companies (**********), or the direct or indirect
ownership of 20 % or more of the voting rights
(i) the group’s or subgroup’s activities occur
or capital of an undertaking;
mainly in the financial sector within the
meaning of Article 3(1) of this Directive;
(12) “group” means a group of undertakings which
consists of a parent undertaking, its subsidiaries
and the entities in which the parent undertaking
(ii) at least one of the entities in the group or
or its subsidiaries hold a participation, or under
subgroup is within the insurance sector and
takings linked to each other by a relationship
at least one is within the banking or
within the meaning of Article 12(1) of Directive
investment services sector; and
83/349/EEC, including any subgroup thereof;
(iii) the consolidated or aggregated activities of
(12a) “control” means the relationship between a parent
the entities in the group or subgroup
undertaking and a subsidiary undertaking as set out
within the insurance sector and of the
in Article 1 of Directive 83/349/EEC, or a similar
entities within the banking and investment
relationship between a natural or legal person and
services sector are both significant within
an undertaking;
the meaning of Article 3(2) or (3) of this
Directive;
(13) “close links” means a situation in which two or
more natural or legal persons are linked by
control or participation, or a situation in which
(15) “mixed
financial
holding
company”
means
a
parent
two or more natural or legal persons are
undertaking, other than a regulated entity, which,
permanently linked to the same person by a
together with its subsidiaries — at least one of
control relationship;
which is a regulated entity which has its registered
office in the Union — and other entities, constitutes
a financial conglomerate;
(14) “financial conglomerate” means a group or
subgroup, where a regulated entity is at the head
of the group or subgroup, or where at least one of
(16) “competent authorities” means the national
the subsidiaries in that group or subgroup is a
authorities of the Member States which are
regulated entity, and which meets the following
empowered by law or regulation to supervise
conditions:
credit institutions, insurance undertakings, rein
surance undertakings, investment firms, asset
management companies or alternative investment
(a) where there is a regulated entity at the head of
fund managers whether on an individual or
the group or subgroup:
group-wide basis;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/119
(17) “relevant
competent
authorities”
means:
(*****) Directive 2009/65/EC of the European
Parliament and of the Council of 13 July
2009 on the coordination of laws, regulations
(a) Member States’ competent authorities
and administrative provisions relating to
responsible for the sectoral group-wide super
undertakings for collective investment in
vision of any of the regulated entities in a
transferable securities (UCITS) (OJ L 302,
financial conglomerate, in particular of the
17.11.2009, p. 32).
ultimate parent undertaking of a sector;
(******) Directive 2009/138/EC of the European
Parliament and of the Council of
(b) the coordinator appointed in accordance with
25 November 2009 on the taking-up and
Article 10 if different from the authorities
pursuit of the business of Insurance and Rein
referred to in point (a);
surance (Solvency II) (OJ L 335, 17.12.2009,
p. 1).
(*******) Directive 2011/61/EU of the European
(c) where appropriate, other competent authorities
Parliament and of the Council of 8 June
relevant to the opinion of the authorities
2011 on Alternative Investment Fund
referred to in points (a) and (b);
Managers (OJ L 174, 1.7.2011, p. 1).
(********) OJ L 177, 30.6.2006, p. 201.
(*********) OJ L 193, 18.7.1983, p. 1.
(18) “intra-group transactions” means all transactions by
(**********) OJ L 222, 14.8.1978, p. 11.’;
which regulated entities within a financial
conglomerate rely directly or indirectly on other
undertakings within the same group or on any
(2) Article
3
is
amended
as
follows:
natural or legal person linked to the undertakings
within that group by close links, for the fulfilment
(a) paragraphs 1, 2 and 3 are replaced by the following:
of an obligation, whether or not contractual, and
whether or not for payment;
‘1. For
the
purposes
of
determining
whether
the
activities of a group mainly occur in the financial
(19) “risk concentration” means all risk exposures with a
sector, within the meaning of Article 2(14)(b)(i), the
loss potential which is large enough to threaten the
ratio of the balance sheet total of the regulated and
solvency or the financial position in general of the
non-regulated financial sector entities in the group to
regulated entities in a financial conglomerate,
the balance sheet total of the group as a whole should
whether such exposures are caused by counterparty
exceed 40 %.
risk/credit risk, investment risk, insurance risk,
market risk, other risks, or a combination or inter
2. For the purposes of determining whether
action of such risks.
activities in different financial sectors are significant
within the meaning of Article 2(14)(a)(iii) or (14)(b)(iii),
for each financial sector the average of the ratio of the
Until the entry into force of any regulatory
balance sheet total of that financial sector to the
technical standards adopted in accordance with
balance sheet total of the financial sector entities in
Article 21a(1)(b), the opinion referred to in point
the group and the ratio of the solvency requirements
(17)(c) shall, in particular, take into account the
of the same financial sector to the total solvency
market share of the regulated entities of the
requirements of the financial sector entities in the
financial conglomerate in other Member States, in
group should exceed 10 %.
particular if it exceeds 5 %, and the importance in
the financial conglomerate of any regulated entity
For the purposes of this Directive, the smallest
established in another Member State.
financial sector in a financial conglomerate is the
sector with the smallest average and the most
___________
important financial sector in a financial conglomerate
(*) Directive 2002/83/EC of the European
is the sector with the highest average. For the purposes
Parliament and of the Council of
of calculating the average and for the measurement of
5 November 2002 concerning life insurance
the smallest and the most important financial sectors,
(OJ L 345, 19.12.2002, p. 1).
the banking sector and the investment services sector
(**) Directive 2004/39/EC of the European
shall be considered together.
Parliament and of the Council of 21 April
2004 on markets in financial instruments
Asset management companies shall be added to the
(OJ L 145, 30.4.2004, p. 1).
sector to which they belong within the group. If
(***) Directive 2005/68/EC of the European
they do not belong exclusively to one sector within
Parliament and of the Council of
the group, they shall be added to the smallest financial
16 November 2005 on reinsurance (OJ
sector.
L 323, 9.12.2005, p. 1).
(****) Directive 2006/48/EC of the European
Alternative investment fund managers shall be added
Parliament and of the Council of 14 June
to the sector to which they belong within the group. If
2006 relating to the taking up and pursuit
they do not belong exclusively to one sector within the
of the business of credit institutions (OJ
group, they shall be added to the smallest financial
L 177, 30.6.2006, p. 1).
sector.

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L 326/120
EN
Official Journal of the European Union
8.12.2011
3. Cross-sectoral
activities
shall
also
be
presumed
to
more of these parameters, if they are of the opinion
be significant within the meaning of Article 2(14)(a)(iii)
that those parameters are of particular relevance for
or (14)(b)(iii) if the balance sheet total of the smallest
the purpose of supplementary supervision under this
financial sector in the group exceeds EUR 6 billion.
Directive: income structure, off-balance sheet activities,
total assets under management.’;
If the group does not reach the threshold referred to in
paragraph 2 of this Article, the relevant competent
(d) the following paragraphs are added:
authorities may decide by common agreement not to
regard the group as a financial conglomerate. They
‘8. The
European
Supervisory
Authority
(European
may also decide not to apply the provisions of
Banking Authority) established by Regulation (EU)
Article 7, 8, or 9, if they are of the opinion that the
No 1093/2010 of the European Parliament and of
inclusion of the group in the scope of this Directive or
the Council
(*) (EBA), the European Supervisory
the application of such provisions is not necessary or
Authority (European Insurance and Occupational
would be inappropriate or misleading with respect to
Pensions Authority) established by Regulation (EU)
the objectives of supplementary supervision.
No 1094/2010 of the European Parliament and of
the Council (**) (EIOPA) and the European Supervisory
Decisions taken in accordance with this paragraph
Authority (European Securities and Markets Authority)
shall be notified to the other competent authorities
established by Regulation (EU) No 1095/2010 of the
and shall, save in exceptional circumstances, be made
European Parliament and of the Council (***) (ESMA)
public by the competent authorities.
(hereinafter collectively referred to as “the ESA”) shall,
through the Joint Committee of the ESA (Joint
3a. If the group reaches the threshold referred to in
Committee), issue common guidelines aimed at the
paragraph 2 of this Article, but the smallest sector
convergence of supervisory practices with regard to
does not exceed EUR
6 billion, the relevant
the application of paragraphs 2, 3, 3a, 4 and 5 of
competent authorities may decide by common
this Article.
agreement not to regard the group as a financial
conglomerate. They may also decide not to apply the
9. The
competent
authorities
shall,
on
an
annual
provisions of Article 7, 8, or 9, if they are of the
basis, reassess waivers of the application of supple
opinion that the inclusion of the group in the scope
mentary supervision and shall review the quantitative
of this Directive or the application of such provisions
indicators set out in this Article and risk-based
is not necessary or would be inappropriate or
assessments applied to financial groups.
misleading with respect to the objectives of supple
mentary supervision.
___________
(*) OJ L 331, 15.12.2010, p. 12.
Decisions taken in accordance with this paragraph
(**) OJ L 331, 15.12.2010, p. 48.
shall be notified to the other competent authorities
(***) OJ L 331, 15.12.2010, p. 84.’;
and shall, save in exceptional circumstances, be made
public by the competent authorities.’;
(3) Article
4
is
amended
as
follows:
(b) paragraph 4 is amended as follows:
(a) in paragraph 1, the second subparagraph is replaced by
(i) point (a) is replaced by the following:
the following:
‘(a) exclude an entity when calculating the ratios, in
‘For that purpose:
the cases referred to in Article 6(5), unless the
entity moved from a Member State to a third
— competent authorities which have authorised
country and there is evidence that the entity
regulated entities in the group shall cooperate
changed its location in order to avoid regu
closely,
lation.’;
— if a competent authority is of the opinion that a
(ii) the following point is added:
regulated entity authorised by that competent
authority is a member of a group which may be
‘(c) exclude one or more participations in the
a financial conglomerate and which has not already
smaller sector if such participations are
been identified in accordance with this Directive,
decisive for the identification of a financial
the competent authority shall communicate its
conglomerate, and are collectively of negligible
view to the other competent authorities
interest with respect to the objectives of
concerned and to the Joint Committee.’;
supplementary supervision.’;
(b) in paragraph 2, the second subparagraph is replaced by
(c) paragraph 5 is replaced by the following:
the following:
‘5. For
the
application
of
paragraphs
1
and
2,
the
‘The coordinator shall also inform the competent
relevant competent authorities may, in exceptional
authorities which have authorised regulated entities
cases and by common agreement, replace the
in the group, the competent authorities of the
criterion based on balance sheet total with one or
Member State in which the mixed financial holding
more of the following parameters or add one or
company has its head office and the Joint Committee.’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/121
(c) paragraph 3 is replaced by the following:
4. When calculating the supplementary capital
adequacy requirements with regard to a financial
‘3. The
Joint
Committee
shall
publish
and
keep
up-
conglomerate by applying method 1 (Accounting consoli
to-date on its website the list of financial conglom
dation) referred to in Annex I to this Directive, the own
erates defined in accordance with Article 2(14). That
funds and the solvency requirements of the entities in the
information shall be available by hyperlink on each of
group shall be calculated by applying the corresponding
the ESA's websites.
sectoral rules on the form and extent of consolidation as
laid down in particular in Articles 133 and 134 of
Directive 2006/48/EC and Article 221 of Directive
The name of each regulated entity referred to in
2009/138/EC.
Article 1 which is part of a financial conglomerate
shall be entered on a list, which the Joint Committee
shall publish and keep up-to-date on its website.’;
When applying method 2 (Deduction and aggregation)
referred to in Annex I, the calculation shall take account
(4) Article
5
is
amended
as
follows:
of the proportion of the subscribed capital which is
directly or indirectly held by the parent undertaking or
(a) in paragraph 2, point (b) is replaced by the following:
undertaking which holds a participation in another entity
of the group.’;
‘(b) every regulated entity, the parent undertaking of
which is a mixed financial holding company
(6) Article
7
is
amended
as
follows:
which has its head office in the Union;’;
(a) paragraph 3 is replaced by the following:
(b) paragraph 3 is replaced by the following:
‘3. Every
regulated
entity
which
is
not
subject
to
‘3. Pending
further
coordination
of
Union
legis
supplementary supervision in accordance with
lation, Member States may set quantitative limits,
paragraph 2, the parent undertaking of which is a
allow their competent authorities to set quantitative
regulated entity or a mixed financial holding
limits, or adopt other supervisory measures which
company which has its head office in a third
would achieve the objectives of supplementary super
country, shall be subject to supplementary supervision
vision, with regard to any risk concentration at the
at the level of the financial conglomerate to the extent
level of a financial conglomerate.’;
and in the manner prescribed in Article 18.’;
(b) the following paragraph is added:
(c) in paragraph 4, the second subparagraph is replaced by
the following:
‘5. The
ESA
shall,
through
the
Joint
Committee,
‘In order to apply such supplementary supervision, at
issue common guidelines aimed at the convergence
least one of the entities must be a regulated entity as
of supervisory practices with regard to the application
referred to in Article 1 and the conditions set out in
of supplementary supervision of risk concentration as
Article 2(14)(a)(ii) or (14)(b)(ii) and Article 2(14)(a)(iii)
provided for in paragraphs 1 to 4 of this Article. In
or (14)(b)(iii) must be met. The relevant competent
order to avoid duplication, the guidelines shall ensure
authorities shall take their decision, taking into
that the application of the supervisory tools as
account the objectives of the supplementary super
provided for in this Article is aligned to the application
vision as provided for by this Directive.’;
of Articles 106 to 118 of Directive 2006/48/EC and of
Article 244 of Directive 2009/138/EC. They shall issue
specific common guidelines on the application of
(5) in Article 6, paragraphs 3 and 4 are replaced by the
paragraphs 1 to 4 of this Article to participations of
following:
the financial conglomerate in cases where national
company law provisions obstruct the application of
‘3. For the purposes of calculating the capital adequacy
Article 14(2) of this Directive.’;
requirements referred to in the first subparagraph of
paragraph 2, the following entities shall be included in
the scope of supplementary supervision in accordance
(7) Article
8
is
amended
as
follows:
with Annex I:
(a) paragraph 3 is replaced by the following:
(a) a credit institution, a financial institution or an
ancillary services undertaking;
‘3. Pending
further
coordination
of
Union
legis
(b) an insurance undertaking, a reinsurance undertaking or
lation, Member States may set quantitative limits and
an insurance holding company;
qualitative requirements, allow their competent
authorities to set quantitative limits or qualitative
requirements, or take other supervisory measures that
(c) an investment firm;
would achieve the objectives of supplementary super
vision, with regard to intra-group transactions of
(d) a mixed financial holding company.
regulated entities within a financial conglomerate.’;

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L 326/122
EN
Official Journal of the European Union
8.12.2011
(b) the following paragraph is added:
guidelines for the application of this Article to partici
pations of the financial conglomerate, in cases where
national company law provisions obstruct the appli
‘5. The
ESA
shall,
through
the
Joint
Committee,
cation of Article 14(2) of this Directive.’;
issue common guidelines aimed at the convergence
of supervisory practices with regard to the application
of supplementary supervision of intra-group trans
(9) the following Article is inserted:
actions as provided for in paragraphs 1 to 4 of this
Article. In order to avoid duplication, the guidelines
shall ensure that the application of the supervisory
‘Article 9b
tools, as provided for in this Article, is aligned to
Stress testing
the application of Article 245 of Directive
2009/138/EC. They shall issue specific common
1. Member
States
may
require
that
the
coordinator
guidelines on the application of paragraphs 1 to 4 of
ensure appropriate and regular stress testing of financial
this Article to participations of the financial
conglomerates. They shall require the relevant competent
conglomerate in cases where national company law
authorities to cooperate fully with the coordinator.
provisions obstruct the application of Article 14(2)
of this Directive.’;
2. For the purpose of Union-wide stress tests the ESA
may, through the Joint Committee and in cooperation
(8) Article
9
is
amended
as
follows:
with the European Systemic Risk Board, established by
Regulation (EU) No
1092/2010 of the European
Parliament and of the Council of 24 November 2010 on
(a) paragraph 4 is replaced by the following:
the European Union macro-prudential oversight of the
financial system and establishing a European Systemic
Risk Board (*), develop supplementary parameters that
‘4. The
Member
States
shall
ensure
that,
in
all
capture the specific risks associated with financial
undertakings included in the scope of supplementary
conglomerates, in accordance with Regulation (EU)
supervision pursuant to Article 5, there are adequate
No 1093/2010, Regulation (EU) No 1094/2010 and Regu
internal control mechanisms for the production of any
lation (EU) No
1095/2010. The coordinator shall
data and information which would be relevant for the
communicate the results of the stress tests to the Joint
purposes of the supplementary supervision.
Committee.
The Member States shall require the regulated entities,
___________
at the level of the financial conglomerate, to regularly
(*) OJ L 331, 15.12.2010, p. 1.’;
provide their competent authority with details on their
legal structure and governance and organisational
structure including all regulated entities, non-
regulated subsidiaries and significant branches.
(10) Article 10(2)(b) is amended as follows:
The Member States shall require the regulated entities
(a) in point (ii), the first paragraph is replaced by the
to disclose publicly, at the level of the financial
following:
conglomerate, on an annual basis, either in full or
by way of references to equivalent information, a
‘(ii) where at least two regulated entities which have
description of their legal structure and governance
their registered office in the Union have as their
and organisational structure.’;
parent the same mixed financial holding
company, and one of those entities has been
authorised in the Member State in which the
(b) the following paragraph is added:
mixed financial holding company has its head
office, the task of coordinator shall be exercised
‘6. Competent
authorities
shall
align
the
application
by the competent authority of the regulated
of the supplementary supervision of internal control
entity authorised in that Member State.’;
mechanisms and risk management processes as
provided for in this Article with the supervisory
(b) point (iii) is replaced by the following:
review processes as provided for by Article 124 of
Directive 2006/48/EC and Article 248 of Directive
2009/138/EC. To this end, the ESA shall, through
‘(iii) where at least two regulated entities which have
the Joint Committee, issue common guidelines aimed
their registered office in the Union have as their
at the convergence of supervisory practices with regard
parent the same mixed financial holding
to the application of supplementary supervision of
company and none of those entities has been
internal control mechanisms and risk management
authorised in the Member State in which the
processes as provided for in this Article, as well as
mixed financial holding company has its head
on the consistency with the supervisory review
office, the task of coordinator shall be exercised
processes as provided for by Article 124 of Directive
by the competent authority which authorised the
2006/48/EC and Article 248 of Directive
regulated entity with the largest balance sheet
2009/138/EC. They shall issue specific common
total in the most important financial sector;’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/123
(11) Article 11 is amended as follows:
(14) the following Article is inserted:
(a) paragraph 3 is replaced by the following:
‘Article 12b
Common guidelines
‘3. Without
prejudice
to
the
possibility
of
delegating
1. The
ESA
shall,
through
the
Joint
Committee,
develop
specific supervisory competences and responsibilities
common guidelines on how risk-based assessments of
as provided for by Union legislative acts, the
financial conglomerates are to be conducted by the
presence of a coordinator entrusted with specific
competent authority. Those guidelines shall, in particular,
tasks concerning the supplementary supervision of
ensure that risk- based assessments include appropriate
regulated entities in a financial conglomerate shall
tools in order to assess group risks posed to the
not affect the tasks and responsibilities of the
financial conglomerates.
competent authorities as provided for by the sectoral
rules.’;
2. The
ESA
shall,
through
the
Joint
Committee,
issue
common guidelines aimed at developing supervisory
(b) the following paragraph is added:
practices allowing for supplementary supervision of
mixed financial holding companies to appropriately
complement the group supervision under Directives
‘4. The required cooperation under this Section and
98/78/EC and 2009/138/EC or, as appropriate,
the exercise of the tasks listed in paragraphs 1, 2 and 3
consolidated supervision under Directive 2006/48/EC.
of this Article and in Article 12 and, subject to confi
Those guidelines shall allow all relevant risks to be incor
dentiality requirements and Union law, the appropriate
porated in the supervision, while eliminating potential
coordination and cooperation with relevant third-
supervisory and prudential overlaps.’;
country supervisory authorities where appropriate,
shall be fulfilled through colleges, established
pursuant to Article 131a of Directive 2006/48/EC or
(15) Article 18 is amended as follows:
Article 248(2) of Directive 2009/138/EC.
(a) the title is replaced by the following:
The coordination arrangements referred to in the
second subparagraph of paragraph 1 shall be
separately reflected in the written coordination
‘Parent undertakings in a third country’;
arrangements in place pursuant to Article 131 of
Directive 2006/48/EC or Article 248 of Directive
(b) paragraph 3 is replaced by the following:
2009/138/EC. The coordinator, as Chair of a college
established pursuant to Article 131a of Directive
2006/48/EC or Article 248(2) of Directive
‘3. Competent
authorities
may
apply
other
methods
2009/138/EC, shall decide which other competent
which ensure appropriate supplementary supervision
authorities participate in a meeting or in any activity
of the regulated entities in a financial conglomerate.
of that college.’;
Those methods shall be agreed by the coordinator,
after consulting the other relevant competent
authorities. The competent authorities may in
(12) in the second subparagraph of Article 12(1), point (a) is
particular require the establishment of a mixed
replaced by the following:
financial holding company which has its head office
in the Union, and apply this Directive to the regulated
entities in the financial conglomerate headed by that
‘(a) identification of the group’s legal structure and the
holding company. The competent authorities shall
governance and organisational structure, including
ensure that those methods achieve the objective of
all regulated entities, non-regulated subsidiaries and
supplementary supervision under this Directive and
significant branches belonging to the financial
shall notify the other competent authorities involved
conglomerate, the holders of qualifying holdings at
and the Commission thereof.’;
the ultimate parent level, as well as of the
competent authorities of the regulated entities in
the group;’;
(16) Article 19 is replaced by the following:
(13) in Article 12a, the following paragraph is added:
‘Article 19
Cooperation with third-country competent authorities
‘3. The coordinators shall provide the Joint Committee
Article 39(1) and (2) of Directive 2006/48/EC, Article 10a
with the information referred to in Article 9(4) and point
of Directive 98/78/EC and Article 264 of Directive
(a) of the second subparagraph of Article 12(1). The Joint
2009/138/EC shall apply mutatis mutandis to the
Committee shall make available to the competent
negotiation of agreements with one or more third
authorities information regarding the legal structure and
countries regarding the means of exercising supplementary
the governance and organisational structure of financial
supervision of regulated entities in a financial
conglomerates.’;
conglomerate.’;

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L 326/124
EN
Official Journal of the European Union
8.12.2011
(17) the title of Chapter III is replaced by the following:
‘3. Within two years of the adoption of any imple
menting technical standards in accordance with
‘DELEGATED ACTS AND IMPLEMENTING MEASURES’;
paragraph 2(a), Member States shall require a
uniform format for and shall determine the
frequency of, and the dates for, reporting of the calcu
(18) Article 20 is replaced by the following:
lations referred to in this Article.’;
‘Article 20
(21) the following Articles are inserted in Chapter III:
Powers conferred on the Commission
The Commission shall be empowered to adopt delegated
acts in accordance with Article 21c concerning the
‘Article 21b
technical adaptations to be made to this Directive in the
Common Guidelines
following areas:
The ESA shall, through the Joint Committee, issue the
(a) a more precise formulation of the definitions laid
common guidelines referred to in Article 3(8),
down in Article 2 in order to take account of devel
Article 7(5), Article 8(5), Article 9(6), the third
opments in financial markets for the application of this
subparagraph of Article 11(1), Article 12b and
Directive;
Article 21(4) in accordance with the procedure laid
down in Article 56 of Regulation (EU) No 1093/2010,
(b) the alignment of terminology and the framing of defi
of Regulation (EU) No 1094/2010 and of Regulation
nitions in this Directive in accordance with subsequent
(EU) No 1095/2010 respectively.
Union acts on regulated entities and related matters;
(c) a more precise definition of the calculation methods
Article 21c
set out in Annex I in order to take account of devel
Exercise of the delegation
opments on financial markets and prudential tech
niques.
1. The
power
to
adopt
delegated
acts
is
conferred
on
the Commission subject to the conditions laid down in
Those measures shall not include the subject matter of the
this Article.
power delegated to and conferred on the Commission with
regard to the items listed in Article 21a.’;
2. The
delegation
of
power
referred
to
in
Article
20
(19) in Article 21, paragraphs 2, 3 and 5 are deleted;
shall be conferred on the Commission for a period of
four years from 9 December 2011. The Commission
(20) Article 21a is amended as follows:
shall draw up a report in respect of the delegated power
at the latest six months before the end of the four-year
(a) in the first subparagraph of paragraph 1, the following
period. The delegation of power shall be tacitly extended
point is added:
for periods of an identical duration, unless the European
Parliament or the Council opposes such extension not later
‘(d) Article 6(2) in order to ensure a uniform format
than three months before the end of each period.
(with instructions) for, and determine the
frequency of and, where appropriate, the dates
3. The
delegation
of
power
referred
to
in
Article
20
for reporting.’;
may be revoked at any time by the European Parliament
(b) the following paragraph is inserted:
or by the Council. A decision to revoke shall put an end to
the delegation of the power specified in that decision. It
‘1a. In
order
to
ensure
consistent
application
of
shall take effect on the day following the publication of
Articles 2, 7 and 8 and Annex II, the ESA shall,
the decision in the Official Journal of the European Union or
through the Joint Committee, develop draft regulatory
on a later date specified therein. It shall not affect the
technical standards to establish a more precise formu
validity of any delegated acts already in force.
lation of the definitions set out in Article 2 and to
coordinate the provisions adopted pursuant to Articles
4. As
soon
as
it
adopts
a
delegated
act,
the
Commission
7 and 8 and Annex II.
shall notify it simultaneously to the European Parliament
and to the Council.
The Joint Committee shall submit those draft regu
latory technical standards to the Commission by
1 January 2015.
5. A
delegated
act
adopted
pursuant
to
Article
20
shall
enter into force only if no objection has been expressed
Power is delegated to the Commission to adopt the
either by the European Parliament or the Council within a
regulatory technical standards referred to in the first
period of three months of the notification of that act to
subparagraph in accordance with Articles 10 to 14 of
the European Parliament and the Council or if, before the
Regulation (EU) No 1093/2010, of Regulation (EU)
expiry of that period, the European Parliament and the
No 1094/2010 and of Regulation (EU) No 1095/2010
Council have both informed the Commission that they
respectively.’;
will not object. That period shall be extended by three
months at the initiative of the European Parliament or
(c) the following paragraph is added:
the Council.’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/125
(22) in Article 30, the first subparagraph is replaced by the
the supervision of alternative investment fund managers.
following:
This applies mutatis mutandis as regards groups as referred
to in point (a) of paragraph 1.’;
‘Pending further coordination of sectoral rules, Member
States shall provide for the inclusion of asset management
companies:
(24) Annex I is amended in accordance with Annex II to this
Directive.
(a) within the scope of consolidated supervision of credit
institutions and investment firms, or in the scope of
Article 3
supplementary supervision of insurance undertakings
in an insurance group;
Amendments to Directive 2006/48/EC
Directive 2006/48/EC is amended as follows:
(b) where the group is a financial conglomerate, in the
scope of supplementary supervision within the
meaning of this Directive; and
(1) paragraph 2 of Article 1 is replaced by the following:
(c) within the identification process in accordance with
‘2. Article 39 and Articles 124 to 143 shall apply to
Article 3(2).’;
financial holding companies, mixed financial holding
companies and mixed-activity holding companies which
(23) the following Article is inserted:
have their head office in the Union.’;
‘Article 30a
(2) Article
4
is
amended
as
follows:
Alternative investment fund managers
1. Pending
further
coordination
of
sectoral
rules,
(a) points (14) to (17) are replaced by the following:
Member States shall provide for the inclusion of alternative
investment fund managers:
‘(14) “parent credit institution in a Member State”
(a) within the scope of consolidated supervision of credit
means a credit institution which has a credit
institutions and investment firms, or within the scope
institution or a financial institution as a
of supplementary supervision of insurance under
subsidiary or which holds a participation in
takings in an insurance group;
such an institution, and which is not itself a
subsidiary of another credit institution auth
orised in the same Member State, or of a
(b) where the group is a financial conglomerate, within
financial holding company or mixed financial
the scope of supplementary supervision within the
holding company established in the same
meaning of this Directive; and
Member State;
(c) within the identification process in accordance with
Article 3(2).
(15) “parent financial holding company in a Member
State” means a financial holding company which
2. For
the
application
of
paragraph
1,
Member
States
is not itself a subsidiary of a credit institution
shall determine, or give their competent authorities the
authorised in the same Member State, or of a
power to decide, according to which sectoral rules
financial holding company or mixed financial
(banking sector, insurance sector or investment services
holding company established in the same
sector) alternative investment fund managers are to be
Member State;
included in the consolidated or supplementary supervision
referred to in point (a) of paragraph 1. For the purposes of
(15a) “parent mixed financial holding company in a
this paragraph, the relevant sectoral rules regarding the
Member State” means a mixed financial
form and extent of the inclusion of financial institutions
holding company which is not itself a subsidiary
shall apply mutatis mutandis to alternative investment fund
of a credit institution authorised in the same
managers. For the purposes of supplementary supervision
Member State, or of a financial holding
referred to in point (b) of paragraph 1, the alternative
company or mixed financial holding company
investment fund manager shall be treated as part of
established in the same Member State;
whichever sector it is included in by virtue of point (a)
of paragraph 1.
(16) “EU parent credit institution” means a parent
Where an alternative investment fund manager is part of a
credit institution in a Member State which is
financial conglomerate, references to regulated entities, and
not a subsidiary of another credit institution
to competent and relevant competent authorities shall
authorised in any Member State, or of a
therefore, for the purposes of this Directive, be understood
financial holding company or mixed financial
as including, respectively, alternative investment fund
holding company established in any Member
managers and the competent authorities responsible for
State;

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L 326/126
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Official Journal of the European Union
8.12.2011
(17) “EU parent financial holding company” means a
tutions, financial holding companies or mixed
parent financial holding company in a Member
financial holding companies situated in the
State which is not a subsidiary of a credit insti
Union which have as subsidiaries credit insti
tution authorised in any Member State or of
tutions or financial institutions established in a
another financial holding company or mixed
third country, or hold participation in such insti
financial holding company established in any
tutions;’;
Member State;
(5) paragraph 2 of Article 69 is replaced by the following:
(17a) “EU parent mixed financial holding company”
means a parent mixed financial holding
company in a Member State which is not a
‘2. The Member States may exercise
the option
subsidiary of a credit institution authorised in
provided for in paragraph 1 where the parent undertaking
any Member State or of another financial
is a financial holding company or mixed financial holding
holding company or mixed financial holding
company established in the same Member State as the
company established in any Member State;’;
credit institution, provided that it is subject to the same
supervision as that applicable to credit institutions, and in
particular to the standards laid down in Article 71(1).’;
(b) the following point is inserted:
(6) paragraph 2 of Article 71 is replaced by the following:
‘(19a) “mixed financial holding company” means a
mixed financial holding company as defined in
Article 2(15) of Directive 2002/87/EC;’;
‘2. Without
prejudice
to
Articles
68,
69
and
70,
credit
institutions controlled by a parent financial holding
(c) point (48) is replaced by the following:
company in a Member State or a parent mixed financial
holding company in a Member State shall comply, to the
extent and in the manner prescribed in Article 133, with
‘(48) “consolidating supervisor” means the competent
the obligations laid down in Articles 75, 120, 123 and
authority responsible for the exercise of super
Section 5 on the basis of the consolidated financial
vision on a consolidated basis of EU parent
situation of that financial holding company or mixed
credit institutions and credit institutions
financial holding company.
controlled by EU parent financial holding
companies or EU parent mixed financial
holding companies;’;
Where more than one credit institution is controlled by a
parent financial holding company in a Member State or by
(3) Article
14
is
replaced
by
the
following:
a parent mixed financial holding company in a Member
State, the first subparagraph shall apply only to the credit
institution to which supervision on a consolidated basis
‘Article 14
applies in accordance with Articles 125 and 126.’;
Every authorisation shall be notified to EBA. The name of
each credit institution to which authorisation has been
(7) paragraph 2 of Article 72 is replaced by the following:
granted shall be entered on a list, which EBA shall
publish and keep up-to-date on its website. The
‘2. Credit
institutions
controlled
by
an
EU
parent
competent authority responsible for supervision on a
financial holding company or by an EU parent mixed
consolidated basis shall provide the competent authorities
financial holding company shall comply with the obli
concerned and EBA with all information regarding the
gations laid down in Chapter 5 on the basis of the
banking group in accordance with Article 12(3),
consolidated financial situation of that financial holding
Article 22(1) and Article 73(3), in particular regarding
company or that mixed financial holding company.
the legal structure and the governance and organisational
structure of the group.’;
Significant subsidiaries of EU parent financial holding
(4) Article
39
is
amended
as
follows:
companies or EU parent mixed financial holding
companies shall disclose the information specified in
Annex XII, Part 1, point 5, on an individual or sub-
(a) in paragraph 1, point (b) is replaced by the following:
consolidated basis.’;
‘(b) credit institutions established in third countries,
the parent undertakings of which, whether credit
(8) the following Article is inserted:
institutions, financial holding companies or mixed
financial holding companies, have their head office
‘Article 72a
in the Union.’;
1. Where
a
mixed
financial
holding
company
is
subject
to equivalent provisions under this Directive and under
(b) in paragraph 2, point (a) is replaced by the following:
Directive 2002/87/EC, in particular in terms of risk-
based supervision, the consolidating supervisor may, after
‘(a) that the competent authorities of the Member
consulting the other competent authorities responsible for
States are able to obtain the information
the supervision of subsidiaries, apply only the relevant
necessary for supervision on the basis of the
provision of Directive 2002/87/EC to that mixed
consolidated financial situations of credit insti
financial holding company.

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/127
2. Where
a
mixed
financial
holding
company
is
subject (11) Article 84 is amended as follows:
to equivalent provisions under this Directive and under
Directive 2009/138/EC, in particular in terms of risk-
based supervision, the consolidating supervisor may, in
(a) in paragraph 2, the second subparagraph is replaced by
agreement with the group supervisor in the insurance
the following:
sector, apply to that mixed financial holding company
only the provision of the Directive relating to the most
‘Where an EU parent credit institution and its
significant financial sector as determined under Article 3(2)
subsidiaries or an EU parent financial holding
of Directive 2002/87/EC.
company and its subsidiaries or an EU parent mixed
financial holding company and its subsidiaries use the
IRB Approach on a unified basis, the competent
3. The
consolidating
supervisor
shall
inform
EBA
and
authorities may allow the minimum requirements of
the European Supervisory Authority (European Insurance
Part 4 of Annex VII to be met by the parent and its
and Occupational Pensions Authority) established by Regu
subsidiaries considered together.’;
lation (EU) No 1094/2010 of the European Parliament and
of the Council (*) (EIOPA) of the decisions taken under
paragraphs 1 and 2 of this Article. EBA, EIOPA and the
(b) paragraph 6 is replaced by the following:
European Supervisory Authority (European Securities and
Markets Authority) established by Regulation (EU)
No 1095/2010 of the European Parliament and of the
‘6. Where
the
IRB
Approach
is
intended
to
be
used
Council (**) (ESMA) shall, through the Joint Committee
by the EU parent credit institution and its subsidiaries,
of the European Supervisory Authorities (Joint Committee),
or by the EU parent financial holding company and its
develop guidelines aimed at converging supervisory
subsidiaries, or the EU parent mixed financial holding
practices and shall develop draft regulatory technical
company and its subsidiaries, the competent
standards, which they shall submit to the Commission
authorities of the different legal entities shall
within three years of the adoption of the guidelines.
cooperate closely as provided for in Articles 129 to
132.’;
Power is delegated to the Commission to adopt the regu
(12) in Article 89(1), point (e) is replaced by the following:
latory technical standards referred to in the first
subparagraph in accordance with Articles 10 to 14 of
Regulation (EU) No
1093/2010, of Regulation (EU)
‘(e) exposures of a credit institution to a counterparty
No 1094/2010 and of Regulation (EU) No 1095/2010
which is its parent undertaking, its subsidiary or a
respectively.
subsidiary of its parent undertaking provided that
the counterparty is an institution or a financial
___________
holding company, mixed financial holding company,
financial institution, asset management company or
(*) OJ L 331, 15.12.2010, p. 48.
ancillary services undertaking subject to appropriate
(**) OJ L 331, 15.12.2010, p. 84.’;
prudential requirements or an undertaking linked by
a relationship within the meaning of Article 12(1) of
Directive 83/349/EEC and exposures between credit
institutions which meet the requirements set out in
(9) paragraph 2 of Article 73 is replaced by the following:
Article 80(8);’;
‘2. Competent
authorities
shall
require
subsidiary
credit (13) paragraphs 3 and 4 of Article 105 are replaced by the
institutions to apply the requirements laid down in Articles
following:
75, 120 and 123 and Section 5 of this Directive on a sub-
consolidated basis if those credit institutions, or their
parent undertaking where that parent undertaking is a
‘3. Where
an
Advanced
Measurement
Approach
is
financial holding company or mixed financial holding
intended to be used by an EU parent credit institution
company, have a credit institution, a financial institution
and its subsidiaries or by the subsidiaries of an EU
or an asset management company as defined in
parent financial holding company or an EU parent
Article 2(5) of Directive 2002/87/EC as a subsidiary estab
mixed financial holding company, the competent
lished in a third country, or hold a participation in such an
authorities of the different legal entities shall cooperate
undertaking.’;
closely as provided for in Articles 129 to 132. The appli
cation shall include the elements listed in Part 3 of Annex
X.
(10) in Article 80(7), point (a) is replaced by the following:
4. Where
an
EU
parent
credit
institution
and
its
subsidiaries or the subsidiaries of an EU parent financial
‘(a) the counterparty is an institution or a financial
holding company or an EU parent mixed financial holding
holding company, mixed financial holding company,
company use an Advanced Measurement Approach on a
financial institution, asset management company or
unified basis, the competent authorities may allow the
ancillary services undertaking subject to appropriate
qualifying criteria set out in Part 3 of Annex X to be
prudential requirements;’;
met by the parent and its subsidiaries considered together.’;

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L 326/128
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Official Journal of the European Union
8.12.2011
(14) paragraph 2 of Article 122a is replaced by the following:
exercised by the competent authority that authorised the
credit institution with the largest balance sheet total, which
‘2. Where an EU parent credit institution, an EU parent
shall be considered, for the purposes of this Directive, as
financial holding company or an EU parent mixed
the credit institution controlled by an EU parent financial
financial holding company, or one of its subsidiaries, as
holding company or an EU parent mixed financial holding
an originator or a sponsor, securitises exposures from
company.
several credit institutions, investment firms or other
financial institutions which are included in the scope of
3. In particular cases, the competent authorities may by
supervision on a consolidated basis, the requirement
common agreement waive the criteria referred to in
referred to in paragraph 1 may be satisfied on the basis
paragraphs 1 and 2 if their application would be inap
of the consolidated situation of the related EU parent
propriate, taking into account the credit institutions and
credit institution, EU parent financial holding company
the relative importance of their activities in different
or EU parent mixed financial holding company. This
countries, and appoint a different competent authority to
paragraph shall apply only where credit institutions,
exercise supervision on a consolidated basis. Before
investment firms or financial institutions which created
agreeing on such a waiver, the competent authorities
the securitised exposures have committed themselves to
shall give the EU parent credit institution the EU parent
adhere to the requirements set out in paragraph 6 and
financial holding company, the EU parent mixed financial
deliver, in a timely manner, to the originator or sponsor
holding company, or the credit institution with the largest
and to the EU parent credit institution, the EU parent
balance sheet total, as appropriate, an opportunity to state
financial holding company or the EU parent mixed
its opinion.
financial holding company the information needed to
satisfy the requirements referred to in paragraph 7.’;
4. The competent authorities shall notify the
Commission and EBA of any waiver under paragraph 3.’;
(15) paragraph 2 of Article 125 is replaced by the following:
(17) Article 127 is amended as follows:
‘2. Where the parent of a credit institution is a parent
financial holding company in a Member State a parent
(a) paragraph 1 is replaced by the following:
mixed financial holding company in a Member State, an
EU parent financial holding company or an EU parent
‘1. Member States shall adopt any measures
mixed financial holding company, supervision on a
necessary, where appropriate, to include financial
consolidated basis shall be exercised by the competent
holding companies or mixed financial holding
authorities that authorised that credit institution under
companies in consolidated supervision. Without
Article 6.’;
prejudice to Article 135, the consolidation of the
financial situation of the financial holding company
(16) Article 126 is replaced by the following:
or the mixed financial holding company shall not in
any way imply that the competent authorities are
‘Article 126
required to play a supervisory role in relation to the
1. Where
credit
institutions
authorised
in
two
or
more
financial holding company or mixed financial holding
Member States have as their parent the same parent
company on a stand alone basis.’;
financial holding company in a Member State, the same
parent mixed financial holding company in a Member
(b) paragraph 3 is replaced by the following:
State, the same EU parent financial holding company or
the same EU parent mixed financial holding company,
‘3. Member States shall provide that their
supervision on a consolidated basis shall be exercised by
competent authorities responsible for exercising super
the competent authorities of the credit institution auth
vision on a consolidated basis may ask the subsidiaries
orised in the Member State in which the financial
of a credit institution, a financial holding company or
holding company or mixed financial holding company is
a mixed financial holding company, which are not
established.
included within the scope of supervision on a
consolidated basis for the information referred to in
Where the parents of credit institutions authorised in two
Article 137. In such a case, the procedures for trans
or more Member States comprise more than one financial
mitting and verifying the information laid down in
holding company or mixed financial holding company
that Article shall apply.’;
which have their head offices in different Member States
and there is a credit institution in each of those Member
(18) Article 129 is amended as follows:
States, supervision on a consolidated basis shall be
exercised by the competent authority of the credit insti
(a) in the first subparagraph of paragraph 1, the intro
tution with the largest balance sheet total.
ductory part is replaced by the following:
2. Where
more
than
one
credit
institution
authorised
in
‘1. In
addition
to
the
obligations
provided
for
in
the Union has as its parent the same financial holding
this Directive, the competent authority responsible
company or the same mixed financial holding company
for the exercise of supervision on a consolidated
and none of those credit institutions has been authorised
basis of EU parent credit institutions and credit insti
in the Member State in which the financial holding
tutions controlled by EU parent financial holding
company or the mixed financial holding company is estab
companies or EU parent mixed financial holding
lished, supervision on a consolidated basis shall be
companies shall carry out the following tasks:’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/129
(b) in paragraph 2, the first subparagraph is replaced by
(iii) the ninth subparagraph is replaced by the
the following:
following:
‘2. In the case of applications for the permissions
‘The joint decision referred to in the first
referred to in Article 84(1), Article 87(9) and
subparagraph and any decision taken in the
Article 105 and in Part 6 of Annex III respectively,
absence of a joint decision in accordance with
submitted by an EU parent credit institution and its
the fourth and fifth subparagraphs, shall be
subsidiaries, or jointly by the subsidiaries of an EU
updated on an annual basis or, in exceptional
parent financial holding company or an EU parent
circumstances, where a competent authority
mixed financial holding company, the competent
responsible for the supervision of subsidiaries of
authorities shall work together, in full consultation,
an EU parent credit institution, an EU parent
to decide whether or not to grant the permission
financial holding company or an EU parent
sought and to determine the terms and conditions, if
mixed financial holding company makes a
any, to which such permission should be subject.’;
written and fully reasoned request to the consoli
dating supervisor to update the decision on the
application of Article 136(2). In the latter case,
(c) in paragraph 3:
the update may be addressed on a bilateral basis
between the consolidating supervisor and the
competent authority making the request.’;
(i) the first subparagraph is replaced by the following:
(19) in Article 131a(2), the sixth subparagraph is replaced by
‘3. The consolidating supervisor and the
the following:
competent authorities responsible for the super
vision of subsidiaries of an EU parent credit insti
tution, an EU parent financial holding company or
an EU parent mixed financial holding company
‘The following may participate in colleges of supervisors:
shall do everything within their power to reach
a joint decision on the application of Articles
123 and 124 to determine the adequacy of the
(a) the competent authorities responsible for the super
consolidated level of own funds held by the group
vision of subsidiaries of an EU parent credit institution,
with respect to its financial situation and risk
an EU parent financial holding company or an EU
profile and the required level of own funds for
parent mixed financial holding company;
the application of Article 136(2) to each entity
within the banking group and on a consolidated
basis.’,
(b) the competent authorities of a host country where
significant branches as referred to in Article 42a are
established;
(ii) the fifth subparagraph is replaced by the
following:
(c) central banks as appropriate; and
‘The decision on the application of Articles 123
and 124 and Article 136(2) shall be taken by the
(d) third-country competent authorities where appropriate
respective competent authorities responsible for
and subject to confidentiality requirements that are
supervision of subsidiaries of an EU parent credit
equivalent, in the opinion of all the competent
institution, an EU parent financial holding
authorities, to Articles 44 to 52.’;
company or an EU parent mixed financial
holding company on an individual or sub-
consolidated basis after duly considering the
(20) Article 132(1) is amended as follows:
views and reservations expressed by the consoli
dating supervisor. If, at the end of the four-month
period, any of the competent authorities
(a) the fifth subparagraph is replaced by the following:
concerned has referred the matter to EBA in
accordance with Article 19 of Regulation (EU)
No 1093/2010, the competent authorities shall
‘In particular, competent authorities responsible for
defer their decision and await any decision that
consolidated supervision of EU parent credit insti
EBA shall take in accordance with Article 19(3)
tutions and credit institutions controlled by EU
of that Regulation, and shall take its decision in
parent financial holding companies or by EU parent
conformity with the decision of EBA. The four-
mixed financial holding companies shall provide the
month period shall be deemed the conciliation
competent authorities in other Member States who
period within the meaning of that Regulation.
supervise subsidiaries of those parent undertakings
EBA shall take its decision within one month.
with all relevant information. In determining the
The matter shall not be referred to EBA after the
extent of relevant information, the importance of
end of the four-month period or after a joint
those subsidiaries within the financial system in
decision has been reached.’,
those Member States shall be taken into account.’;

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L 326/130
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Official Journal of the European Union
8.12.2011
(b) in the sixth subparagraph, point (a) is replaced by the
(24) Articles 141 and 142 are replaced by the following:
following:
‘(a) identification of the legal structure and the
‘Article 141
governance and organisational structure of the
Where, in applying this Directive, the competent
group, including all regulated entities, non-
authorities of one Member State wish in specific cases to
regulated subsidiaries and significant branches
verify the information concerning a credit institution, a
belonging to the group, the parent undertakings,
financial holding company, a financial institution, an
in accordance with Article 12(3), Article 22(1)
ancillary services undertaking, a mixed activity holding
and Article 73(3), as well as identification of
company, a mixed financial holding company, a subsidiary
the competent authorities of the regulated
as referred to in Article 137 or a subsidiary as referred to
entities in the group;’;
in Article 127(3), situated in another Member State, they
shall ask the competent authorities of that other Member
(21) Article 135 is replaced by the following:
State to have that verification carried out. The authorities
which receive such a request shall, within the framework
‘Article 135
of their competence, act upon it either by carrying out the
verification themselves, by allowing the authorities who
The Member States shall require that persons who
made the request to carry it out, or by allowing an
effectively direct the business of a financial holding
auditor or expert to carry it out. The competent
company or a mixed financial holding company be of
authority which made the request may participate in the
sufficiently good repute and have sufficient experience to
verification when it does not carry out the verification
perform those duties.’;
itself.
(22) in Article 139(3), the first subparagraph is replaced by the
following:
Article 142
Without prejudice to their criminal law provisions,
‘3. Member
States
shall
authorise
the
exchange
between
Member States shall ensure that penalties or measures
their competent authorities of the information referred to
aimed at ending observed breaches or the causes of such
in paragraph 2, on the understanding that, in the case of
breaches may be imposed on financial holding companies,
financial holding companies, mixed financial holding
mixed financial holding companies and mixed activity
companies, financial institutions or ancillary services
holding companies, or their effective managers, that
undertakings, the collection or possession of information
infringe laws, regulation or administrative provisions
shall not in any way imply that the competent authorities
brought into force to transpose Articles 124 to 141 and
are required to play a supervisory role in relation to those
this Article. The competent authorities shall cooperate
institutions or undertakings standing alone.’;
closely to ensure that those penalties or measures
produce the desired results, especially when the central
(23) Article 140 is amended as follows:
administration or main establishment of a financial
holding company or of a mixed financial holding
(a) paragraph 1 is replaced by the following:
company or of a mixed activity holding company is not
located in the same Member State as its registered office.’;
‘1. Where
a
credit
institution,
financial
holding
company, mixed financial holding company or a
(25) Article 143 is amended as follows:
mixed activity holding company controls one or
more subsidiaries which are insurance companies or
other undertakings providing investment services
(a) paragraph 1 is replaced by the following:
which are subject to authorisation, the competent
authorities and the authorities entrusted with the
public task of supervising insurance undertakings or
‘1. Where
a
credit
institution,
the
parent
under
those other undertakings providing investment
taking of which is a credit institution or a financial
services shall cooperate closely. Without prejudice to
holding company, or a mixed financial holding
their respective responsibilities, those authorities shall
company, which has its head office in a third
provide one another with any information likely to
country, is not subject to consolidated supervision
simplify their task and to allow supervision of the
under Articles 125 and 126, the competent authorities
activity and overall financial situation of the under
shall verify whether the credit institution is subject to
takings they supervise.’;
consolidated supervision by a third-country competent
authority which is equivalent to that governed by the
(b) paragraph 3 is replaced by the following:
principles laid down in this Directive.
‘3. The
competent
authorities
responsible
for
super
The verification shall be carried out by the competent
vision on a consolidated basis shall establish lists of
authority which would be responsible for consolidated
the financial holding companies or mixed financial
supervision if paragraph 3 were to apply, at the
holding companies referred to in Article 71(2). Those
request of the parent undertaking or of any of the
lists shall be communicated to the competent
regulated entities authorised in the Union or on its
authorities of the other Member States, to EBA and
own initiative. The competent authority shall consult
to the Commission.’;
the other competent authorities involved.’;

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/131
(b) in paragraph 3, the third subparagraph is replaced by
(2) in Article 213, paragraphs 2 and 3 are replaced by the
the following:
following:
‘2. Member States shall ensure that supervision at the
‘Competent authorities may in particular require the
level of the group applies to the following:
establishment of a financial holding company or a
mixed financial holding company which has its head
office in the Union, and may apply the provisions on
(a) insurance or reinsurance undertakings, which are a
consolidated supervision to the consolidated position
participating undertaking in at least one insurance
of that financial holding company or mixed financial
undertaking, reinsurance undertaking, third-country
holding company.’;
insurance undertaking or third-country reinsurance
undertaking, in accordance with Articles 218 to 258;
(26) the following Article is inserted:
(b) insurance or reinsurance undertakings, the parent
undertaking of which is an insurance holding
company or a mixed financial holding company
‘Article 146a
which has its head office in the Union, in accordance
with Articles 218 to 258;
The Member States shall require credit institutions to
disclose publicly, at the level of the banking group, on
an annual basis, either in full or by way of references to
(c) insurance or reinsurance undertakings, the parent
equivalent information, a description of their legal
undertaking of which is an insurance holding
structure, and their governance and organisational
company or a mixed financial holding company
structure.’;
which has its head office in a third country or a
third-country insurance or reinsurance undertaking,
in accordance with Articles 260 to 263;
(27) Annex X is amended in accordance with Annex III to this
Directive.
(d) insurance or reinsurance undertakings, the parent
undertaking of which is a mixed-activity insurance
holding company, in accordance with Article 265.
Article 4
Amendments to Directive 2009/138/EC
3. In
the
cases
referred
to
in
points
(a)
and
(b)
of
paragraph 2, where the participating insurance or rein
Directive 2009/138/EC is amended as follows:
surance undertaking or the insurance holding company
or mixed financial holding company which has its head
office in the Union is either a related undertaking of, or is
(1) in Article 212(1), points (f) and (g) are replaced by the
itself a regulated entity or a mixed financial holding
following:
company which is subject to supplementary supervision
in accordance with Article 5(2) of Directive 2002/87/EC,
the group supervisor may, after consulting the other super
‘(f) “insurance holding company” means a parent under
visory authorities concerned, decide not to carry out the
taking which is not a mixed financial holding
supervision of risk concentration referred to in Article 244
company and the main business of which is to
of this Directive, the supervision of intra-group trans
acquire and hold participations in subsidiary under
actions referred to in Article 245 of this Directive, or
takings, where those subsidiary undertakings are
both, at the level of that participating insurance or rein
exclusively or mainly insurance or reinsurance under
surance undertaking or that insurance holding company or
takings, or third-country insurance or reinsurance
mixed financial holding company.
undertakings, at least one of such subsidiary under
takings being an insurance or reinsurance under
4. Where
a
mixed
financial
holding
company
is
subject
taking;
to equivalent provisions under this Directive and under
Directive 2002/87/EC, in particular in terms of risk-
based supervision, the group supervisor may, after
(g) “mixed-activity insurance holding company” means a
consulting the other supervisory authorities concerned,
parent undertaking other than an insurance under
apply only the relevant provisions of Directive
taking, a third-country insurance undertaking, a rein
2002/87/EC to that mixed financial holding company.
surance undertaking, a third-country reinsurance
undertaking, an insurance holding company or a
5. Where
a
mixed
financial
holding
company
is
subject
mixed financial holding company, which includes at
to equivalent provisions under this Directive and under
least one insurance or reinsurance undertaking among
Directive 2006/48/EC, in particular in terms of risk-
its subsidiary undertakings;
based supervision, the group supervisor may, in
agreement with the consolidating supervisor in the
banking and investment services sector, apply only the
(h) “mixed financial holding company” means a mixed
provisions of the Directive relating to the most significant
financial holding company as defined in
sector as determined in accordance with Article 3(2) of
Article 2(15) of Directive 2002/87/EC.’;
Directive 2002/87/EC.

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L 326/132
EN
Official Journal of the European Union
8.12.2011
6. The
group
supervisor
shall
inform
the
European
2. Where
the
ultimate
parent
insurance
or
reinsurance
Supervisory Authority (European Banking Authority)
undertaking or insurance holding company or mixed
established by Regulation (EU) No 1093/2010 of the
financial holding company which has its head office in
European Parliament and of the Council (*) (EBA) and
the Union, as referred to in paragraph 1, is a subsidiary
the European Supervisory Authority (European Insurance
undertaking of an undertaking which is subject to supple
and Occupational Pensions Authority) established by Regu
mentary supervision in accordance with Article 5(2) of
lation (EU) No 1094/2010 of the European Parliament and
Directive 2002/87/EC, the group supervisor may, after
of the Council (EIOPA) (**) of the decisions taken under
consulting the other supervisory authorities concerned,
paragraphs 4 and 5. EBA, EIOPA and the European Super
decide not to carry out the supervision of risk concen
visory Authority (European Securities and Markets
tration referred to in Article 244, the supervision of
Authority) established by Regulation (EU)
intra-group transactions referred to in Article 245, or
No 1095/2010 (***) (ESMA) shall, through the Joint
both, at the level of that ultimate parent undertaking or
Committee of the European Supervisory Authorities
company.’;
(Joint Committee), develop guidelines aimed at converging
supervisory practices and shall develop draft regulatory
technical standards, which they shall submit to the
(5) Article 216(1) is replaced by the following:
Commission within three years of the adoption of those
guidelines.
‘1. Where
the
participating
insurance
or
reinsurance
undertaking or the insurance holding company or the
Power is delegated to the Commission to adopt the regu
mixed financial holding company which has its head
latory technical standards referred to in the first
office in the Union, as referred to in Article 213(2)(a)
subparagraph in accordance with Articles 10 to 14 of
and (b), does not have its head office in the same
Regulation (EU) No
1093/2010, of Regulation (EU)
Member State as the ultimate parent undertaking at
No 1094/2010 and of Regulation (EU) No 1095/2010
Union level referred to in Article 215, Member States
respectively.
may allow their supervisory authorities to decide, after
consulting the group supervisor and that ultimate parent
undertaking at Union level, to subject the ultimate parent
___________
insurance or reinsurance undertaking, insurance holding
(*) OJ L 331, 15.12.2010, p. 12.
company or mixed financial holding company at
(**) OJ L 331, 15.12.2010, p. 48.
national level to group supervision.’;
(***) OJ L 331, 15.12.2010, p. 84.’;
(6) Article 219 is replaced by the following:
(3) Article 214(1) is replaced by the following:
‘Article 219
Frequency of calculation
‘1. The
exercise
of
group
supervision
in
accordance
with Article 213 shall not imply that the supervisory
1. The
group
supervisor
shall
ensure
that
the
calcu
authorities are required to play a supervisory role in
lations referred to in Article 218(2) and (3) are carried
relation to the third-country insurance undertaking, the
out at least annually, by the participating insurance or
third-country reinsurance undertaking, the insurance
reinsurance undertaking, by the insurance holding
holding company, the mixed financial holding company
company or by the mixed financial holding company.
or the mixed-activity insurance holding company taken
individually, without prejudice to Article 257 as far as
insurance holding companies or mixed financial holding
The relevant data for and the results of that calculation
companies are concerned.’;
shall be submitted to the group supervisor by the partici
pating insurance or reinsurance undertaking or, where the
group is not headed by an insurance or reinsurance under
taking, by the insurance holding company or the mixed
(4) in Article 215, paragraphs 1 and 2 are replaced by the
financial holding company or by the undertaking in the
following:
group identified by the group supervisor after consulting
the other supervisory authorities concerned and the group
itself.
‘1. Where
the
participating
insurance
or
reinsurance
undertaking or the insurance holding company or the
mixed financial holding company referred to in
2. The
insurance
undertaking,
reinsurance
undertaking,
Article 213(2)(a) and (b) is itself a subsidiary undertaking
insurance holding company and mixed financial holding
of another insurance or reinsurance undertaking or of
company shall monitor the group Solvency Capital
another insurance holding company or of another mixed
Requirement on an ongoing basis. Where the risk profile
financial holding company which has its head office in the
of the group deviates significantly from the assumptions
Union, Articles 218 to 258 shall apply only at the level of
underlying the last reported group Solvency Capital
the ultimate parent insurance or reinsurance undertaking,
Requirement, the group Solvency Capital Requirement
insurance holding company or mixed financial holding
shall be recalculated without delay and reported to the
company which has its head office in the Union.
group supervisor.

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/133
Where there is evidence to suggest that the risk profile of
Requirement, as well as the Solvency Capital Requirement
the group has altered significantly since the date on which
of insurance and reinsurance undertakings in the group,
the group Solvency Capital Requirement was last reported,
on the basis of an internal model, submitted by an
the group supervisor may require a recalculation of the
insurance or reinsurance undertaking and its related under
group Solvency Capital Requirement.’;
takings, or jointly by the related undertakings of an
insurance holding company or a mixed financial holding
company, the supervisory authorities concerned shall
(7) Article
226
is
replaced
by
the
following:
cooperate to decide whether or not to grant that
permission and to determine the terms and conditions, if
any, to which such permission is subject.’;
‘Article 226
Intermediate insurance holding companies
(9) Article 233(5) is replaced by the following:
1. When
calculating
the
group
solvency
of
an
insurance
or reinsurance undertaking which holds a participation in
a related insurance undertaking, a related reinsurance
undertaking, a third-country insurance undertaking or a
‘5. In
the
case
of
an
application
for
permission
to
third-country reinsurance undertaking, through an
calculate the Solvency Capital Requirement of insurance
insurance holding company or a mixed financial holding
and reinsurance undertakings in the group on the basis
company, the situation of such an insurance holding
of an internal model, submitted by an insurance or rein
company or mixed financial holding company shall be
surance undertaking and its related undertakings, or jointly
taken into account.
by the related undertakings of an insurance holding
company or mixed financial holding company,
Article 231 shall apply mutatis mutandis.’;
For the sole purpose of that calculation, the intermediate
insurance holding company or intermediate mixed
financial holding company shall be treated as if it were
an insurance or reinsurance undertaking subject to the
(10) in Section 1 of Chapter II of Title III the title of Subsection
rules laid down in Subsections 1, 2 and 3 of Section 4
5 is replaced by the following:
of Chapter VI of Title I in respect of the Solvency Capital
Requirement and were subject to the same conditions as
are laid down in Subsections 1, 2 and 3 of Section 3 of
Chapter VI of Title I in respect of own funds eligible for
‘Supervision of group solvency for insurance and
the Solvency Capital Requirement.
reinsurance undertakings that are subsidiaries of an
insurance holding company or a mixed financial holding
company’;
2. In
cases
where
an
intermediate
insurance
holding
company or intermediate mixed financial holding
(11) Article 235 is replaced by the following:
company holds subordinated debt or other eligible own
funds subject to limitation in accordance with Article 98,
they shall be recognised as eligible own funds up to the
amounts calculated by application of the limits set out in
‘Article 235
Article 98 to the total eligible own funds outstanding at
group level as compared to the Solvency Capital
Group solvency of an insurance holding company or a
Requirement at group level.
mixed financial holding company
1. Where
insurance
and
reinsurance
undertakings
are
subsidiaries of an insurance holding company or mixed
Any eligible own funds of an intermediate insurance
financial holding company, the group supervisor shall
holding company or intermediate mixed financial
ensure that the calculation of the solvency of the group
holding company, which would require prior authorisation
is carried out at the level of the insurance holding
from the supervisory authority in accordance with
company or mixed financial holding company applying
Article 90 if they were held by an insurance or reinsurance
Article 220(2) to Article 233.
undertaking, may be included in the calculation of the
group solvency only in so far as they have been duly
authorised by the group supervisor.’;
2.
For the purpose of that calculation, the parent under
taking shall be treated as if it were an insurance or rein
(8) in
Article
231(1),
the
first
subparagraph
is
replaced
by
the
surance undertaking subject to the rules laid down in
following:
Subsections 1, 2 and 3 of Section 4 of Chapter VI of
Title I as regards the Solvency Capital Requirement and
subject to the same conditions as laid down in Subsections
1, 2 and 3 of Section 3 of Chapter VI of Title I as regards
‘1. In
the
case
of
an
application
for
permission
to
the own funds eligible for the Solvency Capital
calculate the consolidated group Solvency Capital
Requirement.’;

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L 326/134
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Official Journal of the European Union
8.12.2011
(12) Article 243 is replaced by the following:
by the insurance holding company, the mixed financial
holding company or the insurance or reinsurance under
taking in the group identified by the group supervisor after
consulting the other supervisory authorities concerned and
‘Article 243
the group.
Subsidiaries of an insurance holding company and
mixed financial holding company
Articles 236 to 242 shall apply mutatis mutandis to
The intra-group transactions shall be subject to supervisory
insurance and reinsurance undertakings which are the
review by the group supervisor.’;
subsidiary of an insurance holding company or mixed
financial holding company.’;
(15) in Article 246(4), the first, second and third subparagraphs
(13) Article 244(2) is replaced by the following:
are replaced by the following:
‘2. Member
States
shall
require
insurance
and
rein
‘4. Member States shall require the participating
surance undertakings or insurance holding companies or
insurance undertaking or reinsurance undertaking, the
mixed financial holding companies to report on a regular
insurance holding company or the mixed financial
basis and at least annually to the group supervisor any
holding company to undertake at the level of the group
significant risk concentration at the level of the group,
the assessment required by Article 45. The own-risk and
unless Article 215(2) applies.
solvency assessment conducted at group level shall be
subject to supervisory review by the group supervisor in
accordance with Chapter III.
The necessary information shall be submitted to the group
supervisor by the insurance or reinsurance undertaking
which is at the head of the group or, where the group
Where the calculation of the solvency at the level of the
is not headed by a insurance or reinsurance undertaking,
group is carried out in accordance with method 1, as
by the insurance holding company, the mixed financial
referred to in Article 230, the participating insurance or
holding company or the insurance or reinsurance under
reinsurance undertaking, the insurance holding company
taking in the group identified by the group supervisor after
or the mixed financial holding company shall provide to
consulting the other supervisory authorities concerned and
the group supervisor a proper understanding of the
the group.
difference between the sum of the Solvency Capital
Requirements of all the related insurance or reinsurance
undertakings of the group and the group consolidated
The risk concentrations referred to in the first
Solvency Capital Requirement.
subparagraph shall be subject to supervisory review by
the group supervisor.’;
The participating insurance or reinsurance undertaking, the
insurance holding company or the mixed financial holding
(14) Article 245(2) is replaced by the following:
company may, subject to the agreement of the group
supervisor, undertake any assessments required pursuant
to Article 45 at the level of the group and at the level
of any subsidiary in the group at the same time, and may
‘2. Member
States
shall
require
insurance
and
rein
produce a single document covering all the assessments.’;
surance undertakings, insurance holding companies and
mixed financial holding companies to report on a
regular basis and at least annually to the group supervisor
all significant intra-group transactions by insurance and
(16) in Article 247(2), point (b) is replaced by the following:
reinsurance undertakings within a group, including those
performed with a natural person with close links to an
undertaking in the group, unless Article 215(2) applies.
‘(b) where a group is not headed by an insurance or
reinsurance undertaking, by the following supervisory
In addition, Member States shall require reporting of very
authority:
significant intra-group transactions as soon as practicable.
(i) where the parent of an insurance or reinsurance
The necessary information shall be submitted to the group
undertaking is an insurance holding company or
supervisor by the insurance or reinsurance undertaking
mixed financial holding company, the supervisory
which is at the head of the group or, where the group
authority which has authorised that insurance or
is not headed by an insurance or reinsurance undertaking,
reinsurance undertaking,

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EN
8.12.2011 Official
Journal
of
the
European
Union L
326/135
(ii) where more than one insurance or reinsurance
2. A
participating
insurance
or
reinsurance
undertaking,
undertaking which have their head offices in
an insurance holding company or a mixed financial
the Union have as their parent the same
holding company may, subject to the agreement of the
insurance holding company or mixed financial
group supervisor, provide a single report on its solvency
holding company, and one of those undertakings
and financial condition which shall comprise the
has been authorised in the Member State in
following:
which the insurance holding company or mixed
financial holding company has its head office, the
supervisory authority of the insurance or rein
(a) the information at the level of the group to be
surance undertaking authorised in that Member
disclosed in accordance with paragraph 1;
State,
(b) the information for any of the subsidiaries within the
group, which information must be individually iden
(iii) where the group is headed by more than one
tifiable and must be disclosed in accordance with
insurance holding company or mixed financial
Articles 51, 53, 54 and 55.
holding company which have their head offices
in different Member States and there is an
insurance or reinsurance undertaking in each of
Before granting the agreement in accordance with the first
those Member States, the supervisory authority of
subparagraph, the group supervisor shall consult and duly
the insurance or reinsurance undertaking with the
take into account any views and reservations of the
largest balance sheet total,
members of the college of supervisors.’;
(iv) where more than one insurance or reinsurance
(19) Article 257 is replaced by the following:
undertaking which have their head offices in
the Union have as their parent the same
‘Article 257
insurance holding company or mixed financial
holding company and none of those under
Administrative, management or supervisory body of
takings has been authorised in the Member
insurance holding companies and mixed financial
State in which the insurance holding company
holding companies
or mixed financial holding company has its
Member States shall require that all persons who
head office, the supervisory authority which auth
effectively run the insurance holding company or the
orised the insurance or reinsurance undertaking
mixed financial holding company are fit and proper to
with the largest balance sheet total, or
perform their duties.
(v) where the group is a group without a parent
Article 42 shall apply mutatis mutandis.’;
undertaking, or in any circumstances not
referred to in points (i) to (iv), the supervisory
authority which authorised the insurance or rein
(20) in Article 258, paragraphs 1 and 2 are replaced by the
surance undertaking with the largest balance
following:
sheet total.’;
‘1. Where
the
insurance
or
reinsurance
undertakings
in
a group do not comply with the requirements provided for
(17) in Article 249(1), the following subparagraph is added:
in Articles 218 to 246 or where the requirements are met
but solvency may nevertheless be jeopardised or where the
intra-group transactions or the risk concentrations are a
‘The group supervisor shall provide the supervisory
threat to the financial position of the insurance or rein
authorities concerned and EIOPA with information
surance undertakings, measures necessary to rectify the
regarding the group, in accordance with Article 19,
situation as soon as possible shall be adopted by:
Article 51(1) and Article 254(2), in particular regarding
the legal structure and the governance and organisational
structure of the group.’;
(a) the group supervisor with respect to insurance holding
companies and mixed financial holding companies;
(18) in Article 256, paragraphs 1 and 2 are replaced by the
(b) the supervisory authorities with respect to insurance
following:
and reinsurance undertakings.
‘1. Member
States
shall
require
participating
insurance
Where, in the case referred to in point (a) of the first
and reinsurance undertakings, insurance holding
subparagraph, the group supervisor is not one of the
companies and mixed financial holding companies to
supervisory authorities of the Member State in which the
disclose publicly, on an annual basis, a report on
insurance holding company or mixed financial holding
solvency and financial condition at the level of the
company has its head office, the group supervisor shall
group. Articles 51, 53, 54 and 55 shall apply mutatis
inform those supervisory authorities of its findings with
mutandis.
a view to enabling them to take the necessary measures.

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L 326/136
EN
Official Journal of the European Union
8.12.2011
Where, in the case referred to in point (b) of the first
funds eligible for the Solvency Capital Requirement, and
subparagraph, the group supervisor is not one of the
to either of the following:
supervisory authorities of the Member State in which the
insurance or reinsurance undertaking has its head office,
the group supervisor shall inform those supervisory
(a) a Solvency Capital Requirement determined in
authorities of its findings with a view to enabling them
accordance with the principles of Article 226 where
to take the necessary measures.
it is an insurance holding company or mixed financial
holding company;
Without prejudice to paragraph 2, Member States shall
determine the measures which may be taken by their
(b) a Solvency Capital Requirement determined in
supervisory authorities with respect to insurance holding
accordance with the principles of Article 227, where
companies and mixed financial holding companies.
it is a third-country insurance undertaking or a third-
country reinsurance undertaking.
The supervisory authorities concerned, including the group
supervisor, shall, where appropriate, coordinate their
2. Member States shall allow their supervisory
measures.
authorities to apply other methods which ensure appro
priate supervision of the insurance and reinsurance under
takings in a group. Those methods shall be agreed by the
2. Without
prejudice
to
their
criminal
law
provisions,
group supervisor, after consulting the other supervisory
Member States shall impose sanctions on or adopt
authorities concerned.
measures relating to insurance holding companies and
mixed financial holding companies which infringe laws,
regulations or administrative provisions brought into
The supervisory authorities may in particular require the
force to transpose this Title, or in relation to the person
establishment of an insurance holding company which has
effectively managing those companies. The supervisory
its head office in the Union, or a mixed financial holding
authorities shall cooperate closely to ensure that such
company which has its head office in the Union and apply
sanctions or measures are effective, in particular where
this Title to the insurance and reinsurance undertakings in
the central administration or main establishment of an
the group headed by that insurance holding company or
insurance holding company or mixed financial holding
mixed financial holding company.
company is not located in the same Member State as its
head office.’;
The methods chosen shall allow the objectives of the
group supervision as defined in this Title to be achieved
(21) Article 262 is replaced by the following:
and shall be notified to the other supervisory authorities
concerned and the Commission.’;
‘Article 262
Parent undertakings registered in a third country:
(22) in Article 263, the first and second paragraphs are
absence of equivalence
replaced by the following:
1. Where
the
verification
carried
out
in
accordance
with
Article 260 shows that there is no equivalent supervision,
Member States shall apply to the insurance and rein
‘Where the parent undertaking referred to in Article 260 is
surance undertakings, mutatis mutandis, either Articles
itself a subsidiary of an insurance holding company or a
218 to 258, with the exception of Articles 236 to 243,
mixed financial holding company which has its head office
or one of the methods set out in paragraph 2 of this
in a third country or of a third-country insurance or rein
Article.
surance undertaking, Member States shall apply the verifi
cation provided for in Article 260 only at the level of the
ultimate parent undertaking which is a third-country
insurance holding company, a third-country mixed
The general principles and methods set out in Articles 218
financial holding company, a third-country insurance
to 258 shall apply at the level of the insurance holding
undertaking or a third-country reinsurance undertaking.
company, mixed financial holding company, third-country
insurance undertaking or third-country reinsurance under
taking.
Supervisory authorities may, however, in the absence of
equivalent supervision referred to in Article 260, carry out
a new verification at a lower level where a parent under
For the sole purpose of the group solvency calculation, the
taking of insurance or reinsurance undertakings exists,
parent undertaking shall be treated as if it were an
whether at the level of a third-country insurance holding
insurance or reinsurance undertaking subject to the same
company, a third country mixed financial holding
conditions as laid down in Subsections 1, 2 and 3 of
company, a third-country insurance undertaking or a
Section 3 of Chapter VI of Title I as regards the own
third-country reinsurance undertaking.’.

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EN
8.12.2011 Official
Journal
of
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European
Union L
326/137
Article 5
communicate immediately to the Commission the text of those
measures and a correlation table between those measures and
Review
this Directive.
The Commission shall fully review Directive 2002/87/EC,
including the delegated and implementing acts adopted
pursuant thereto. Following that review, the Commission shall
3. By
derogation
from
paragraph
1,
Member
States
shall
send a report to the European Parliament and to the Council by
bring into force by 22 July 2013 the laws, regulations and
31 December 2012, addressing, in particular, the scope of that
administrative provisions necessary to comply with
Directive, including whether the scope should be extended by
Article 2(23) of this Directive, as well as with Article 2(1)
reviewing Article 3, and the application of that Directive to
and (2)(a) of this Directive in so far as those provisions
non-regulated entities, in particular special purpose vehicles.
amend Article 1, Article 2(4), (5a) and (16), and Article 3(2)
The report shall also cover the identification criteria of
of Directive 2002/87/EC with regard to alternative investment
financial conglomerates owned by wider non-financial groups,
fund managers. They shall communicate immediately to the
whose total activities in the banking sector, insurance sector and
Commission the text of those measures and a correlation
investment services sector are materially relevant in the internal
table between those measures and this Directive.
market for financial services.
4. When
Member
States
adopt
the
measures
referred
to
in
this Article, they shall contain a reference to this Directive or be
The Commission shall also consider whether the ESAs should,
accompanied by such a reference on the occasion of their
through the Joint Committee, issue guidelines for the
official publication. Member States shall determine how such
assessment of this material relevance.
reference is to be made.
5. Member
States
shall
communicate
to
the
Commission
the
In the same context, the report shall cover systemically relevant
text of the main provisions of national law which they adopt in
financial conglomerates, whose size, inter-connectedness or
the field covered by this Directive.
complexity make them particularly vulnerable, and which are
to be identified by analogy with the evolving standards of the
Financial Stability Board and the Basel Committee on Banking
Article 7
Supervision. In addition, that report shall review the possibility
to introduce mandatory stress testing. The report shall be
Entry into force
followed, if necessary, by appropriate legislative proposals.
This Directive shall enter into force on the day following its
publication in the Official Journal of the European Union.
Article 6
Article 8
Transposition
Addressees
1. Member
States
shall
bring
into
force
the
laws,
regulations
and administrative provisions necessary to comply with Articles
This Directive is addressed to the Member States.
1, 2 and 3 of this Directive by 10 June 2013. They shall
communicate immediately to the Commission the text of
those measures and a correlation table between those
Done at Strasbourg, 16 November 2011.
measures and this Directive.
For the European Parliament
For the Council
2. Member
States
shall
bring
into
force
the
laws,
regulations
and administrative provisions necessary to comply with
The President
The President
Article 4 of this Directive from 10 June 2013. They shall
J. BUZEK
W. SZCZUKA

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L 326/138
EN
Official Journal of the European Union
8.12.2011
ANNEX I
Annexes I and II to Directive 98/78/EC are amended as follows:
A. Annex I is amended as follows:
(1) in Section 2.1:
(a) the second indent of the fourth paragraph is replaced by the following:
‘— if the insurance undertaking or the reinsurance undertaking is a related undertaking of an insurance
holding company or of a mixed financial holding company which has its registered office in the same
Member State as the insurance undertaking or the reinsurance undertaking, and both the insurance
holding company or mixed financial holding company and the related insurance undertaking or the
related reinsurance undertaking are taken into account in the calculation carried out.’;
(b) the fifth paragraph is replaced by the following:
‘Member States may also waive calculation of the adjusted solvency of an insurance undertaking or reinsurance
undertaking if it is a related insurance undertaking or a related reinsurance undertaking of another insurance
undertaking, another reinsurance undertaking or an insurance holding company or a mixed financial holding
company which has its registered office in another Member State, and if the competent authorities of the
Member States concerned have agreed to grant exercise of the supplementary supervision to the competent
authority of the latter Member State.’;
(2) Section 2.2 is replaced by the following:
‘2.2. Intermediate insurance holding companies and intermediate mixed financial holding companies
When calculating the adjusted solvency of an insurance undertaking or a reinsurance undertaking which
holds a participation in a related insurance undertaking, a related reinsurance undertaking, a non-member-
country insurance undertaking or a non-member-country reinsurance undertaking, through an insurance
holding company or a mixed financial holding company, the situation of the intermediate insurance holding
company or the intermediate mixed financial holding company is taken into account. For the sole purpose
of this calculation, to be undertaken in accordance with the general principles and methods described in this
Annex, this insurance holding company or mixed financial holding company shall be treated as if it were an
insurance undertaking or reinsurance undertaking subject to a zero solvency requirement and as if it were
subject to the same conditions as are laid down in Article 16 of Directive 73/239/EEC, in Article 27 of
Directive 2002/83/EC or in Article 36 of Directive 2005/68/EC in respect of elements eligible for the
solvency margin.’.
B. Annex II is amended as follows:
(1) The title is replaced by the following:
‘SUPPLEMENTARY SUPERVISION FOR INSURANCE AND REINSURANCE UNDERTAKINGS THAT ARE
SUBSIDIARIES OF AN INSURANCE HOLDING COMPANY, A MIXED FINANCIAL HOLDING COMPANY, A
NON-MEMBER-COUNTRY INSURANCE UNDERTAKING OR A NON-MEMBER-COUNTRY REINSURANCE
UNDERTAKING’;
(2) in point 1, the first paragraph is replaced by the following:
‘1. In the case of two or more insurance undertakings or reinsurance undertakings as referred to in Article 2(2)
which are the subsidiaries of an insurance holding company, a mixed financial holding company, a non-
member-country insurance undertaking or a non-member-country reinsurance undertaking and which are
established in different Member States, the competent authorities shall ensure that the method described in
this Annex is applied in a consistent manner.’;

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(3) in point 2, the second and third indents and the subparagraph following the third indent are replaced by the
following:
‘— if that insurance undertaking or reinsurance undertaking and one or more other insurance undertakings or
reinsurance undertakings authorised in the same Member State have as their parent undertaking the same
insurance holding company, mixed financial holding company, non-member-country insurance undertaking
or non-member-country reinsurance undertaking, and the insurance undertaking or reinsurance undertaking is
taken into account in the calculation provided for in this Annex carried out for one of these other under
takings,
— if that insurance undertaking or reinsurance undertaking and one or more other insurance undertakings or
reinsurance undertakings authorised in other Member States have as their parent undertaking the same
insurance holding company, mixed financial holding company, non-member-country insurance undertaking
or non-member-country reinsurance undertaking, and an agreement granting the exercise of the supple
mentary supervision covered by this Annex to the supervisory authority of another Member State has
been concluded in accordance with Article 4(2).
Where insurance holding companies, mixed financial holding companies or non-member-country insurance or
reinsurance undertakings hold successive participations in the insurance holding company, mixed financial holding
company or non-member-country insurance or reinsurance undertaking, Member States may apply the calcu
lations provided for in this Annex only at the level of the ultimate parent undertaking of the insurance under
taking or reinsurance undertaking which is an insurance holding company, a mixed financial holding company, a
non-member-country insurance undertaking or a non-member-country reinsurance undertaking.’;
(4) point 3 is replaced by the following:
‘3. The competent authorities shall ensure that calculations analogous to those described in Annex I are carried
out at the level of the insurance holding company, mixed financial holding company, non-member-country
insurance undertaking or non-member-country reinsurance undertaking.
The analogy shall consist in applying the general principles and methods described in Annex I at the level of
the insurance holding company, mixed financial holding company, non-member-country insurance under
taking or non-member-country reinsurance undertaking.
For the sole purpose of that calculation, the parent undertaking shall be treated as if it were an insurance
undertaking or reinsurance undertaking subject to the following conditions:
— a zero solvency requirement where it is an insurance holding company or mixed financial holding
company,
— a solvency requirement determined in accordance with the principles of section 2.3 of Annex I, where it is
a non-member-country insurance undertaking or a non-member-country reinsurance undertaking,
— the same conditions as laid down in Article 16(1) of Directive 73/239/EEC or in Article 18 of Directive
79/267/EEC as regards the elements eligible for the solvency margin.’.

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ANNEX II
In Annex I to Directive 2002/87/EC, under ‘II. Technical Calculation Methods’, Method 3 and Method 4 are replaced by
the following:
‘Method 3: “Combination method”
Competent authorities may allow a combination of method 1 and method 2.’.

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ANNEX III
In Directive 2006/48/EC, point 30 of Section 3 of Part 3 of Annex X is replaced by the following:
‘30. When an Advanced Measurement Approach is intended to be used by the EU parent credit institution and its
subsidiaries, or by the subsidiaries of an EU parent financial holding company or an EU parent mixed financial
holding company, the application shall include a description of the methodology used for allocating operational
risk capital between the different entities of the group.’.

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