+Joint EBA and ESMA Guidelines on the suitability assessment of the members of the management body of issuers of ARTs and of CASPs (EBA/GL/2024/09)
---+A. Compliance and reporting obligations
---+Status of these guidelines
------+1. This document contains guidelines issued pursuant to Article 16 of Regulation (EU) No 1093/2010 …
------+2. Competent authorities as defined in Article 3(1) point (35)(a) of Regulation (EU) 2023/1114 to …
---+Reporting requirements
------+3. Within two months of the date of publication of these guidelines on EBA’s and ESMA’s website in …
------+4. Financial market participants and financial institutions are not required to report whether they …
------+5. Notifications will be published on the EBA website, in line with Article 16(3) of Regulation …
---+Subject matter, scope and definitions
---+Subject matter
------+1. In accordance with Article 21(3) and Article 63(11), of MiCA, these joint guidelines concern the …
---+Scope of application
------+2. These Guidelines apply at authorisation and on an ongoing basis to competent authorities, as …
------+3. The suitability assessment is based on the requirement that members of the management body of …
---+Addressees
------+4. These Guidelines are addressed to competent authorities as defined in Article 3(1) point (35)(a) …
------+5. These Guidelines are also addressed to: a. issuers, as defined in Article 3(1), point (10) of …
---+Definitions
------+6. Terms used and defined under MiCA and the ‘Joint EBA -ESMA guidelines on the assessment of the …
---+B. Implementation
---+Date of application
------+7. These guidelines apply from dd.mm.yyyy [“Please insert date [ 2] months after the date of …
---+C. Joint Guidelines
---+C.1. Application of the proportionality principle
------+8. The proportionality principle aims to match governance arrangements consistently with the …
------+9. Issuers of ARTs, CASPs and competent authorities should take into account the size of the issuer …
------+10. Issuers of significant ARTs should have more sophisticated suitability policies and assessment …
------+11. All members of the management body of issuers of ARTs and CASPs should be of sufficiently good …
------+12. For the purpose of applying the principle of proportionality when assessing the suitability of …
---+C.2. Notions of suitability under Articles 34(2) and 68(1) of MiCA
------+C.2.1 Sufficient good repute
---------+13. When assessing if the members of the management body of an issuer of ARTs or CASP are of good …
---------+14. Members of the management body should not have been subject to sanctions, embargoes or measures …
---------+15. The assessment of the good repute criteria of members of the management body of an issuer of …
------+C.2.2 Individual appropriate knowledge, skills and experience
---------+16. Members of the management body should have an up-to-date understanding of the business …
---------+17. Members of the management body should have a clear understanding of the issuer of ARTs or of …
---------+18. Members of the management body should understand the conflicts of interest that may exist …
---------+19. Members of the management body should be able to contribute to the implementation of an …
---------+20. The assessment of appropriate knowledge, skills and experience should consider: a. the role and …
---------+21. The level and profile of the education of the member and whether or not it relates to the …
---------+22. The assessment should not be limited to the educational degree of the member or proof of a …
---------+23. To properly assess the skills of the members of the management body, issuers of ARTs and CASPs …
---------+24. When assessing the adequate knowledge and experience of a member, consideration should be given …
---------+25. With reference to point i. above, without prejudice to the national transposition of Directive …
---------+26. When assessing the practical and professional experience gained from previous positions …
---------+27. Where applicable, members of the management body in its supervisory function should be able to …
------+C.2.3 Collective appropriate knowledge, skills and experience
---------+28. The composition of the management body should ensure that it has collectively the appropriate …
------+C.2.4 Sufficient time commitment of members of the management body
---------+29. Members of the management body of issuers of ARTs, in accordance with Articles 34(2) of MiCA …
---------+30. Members should also be able to fulfil their duties in periods of particularly increased …
---------+31. In the assessment of sufficient time commitment of a member, issuers of ARTs and CASPs should …
---------+32. Issuers of ARTs and CASPs should record the roles, duties and required capabilities of the …
---------+33. A member of the management body should be made aware of the expected time commitment. Issuers …
---------+34. Issuers of ARTs and CASPs should monitor whether the members of the management body commit …
---------+35. The impact of any long-term absences of members of the management body should be considered in …
---------+36. Issuers of ARTs and CASPs should keep records of all external professional and political …
---+C.3. Suitability assessments of members of the management body by Issuers of ARTs and CASPs
------+37. Issuer of ARTs and CASPs should have the primary responsibility for ensuring, in accordance …
------+38. Issuers of ARTs and CASPs should ensure that all members of the management body are of …
------+39. Without prejudice to the shareholders’ approval, the management bodies of issuers of ARTs and …
------+40. Issuers of ARTs and CASPs, should perform the assessment or a re-assessment of the suitability …
------+41. Issuers of ARTs and CASPs should re-assess the sufficient time commitment of a member of the …
------+42. Where re-assessments of the collective suitability are performed, issuers of ARTs and CASPs …
------+43. When assessing a member`s appropriate knowledge, skills and experience, issuer of ARTs or CASPs …
------+44. The knowledge, skills and experience assessments of individual members of the management body …
------+45. By way of derogation from paragraph 44, the suitability assessments may, without prejudice to …
------+46. The assessment of appropriate knowledge, skills and experience should take into account all …
------+47. The issuer of ARTs or the CASP should document the results of their assessment, and in …
------+48. To ensure the appropriate ongoing supervision, the issuer of ARTs and the CASP should inform …
------+49. Where the assessment is also carried out by competent authorities for supervisory purposes, the …
------+and issuers of ARTs
---------+50. As part of the assessment of the management body suitability, the issuer of ARTs or the CASP …
---------+51. The issuer of ARTs or the CASP should document a description of the position of the member for …
------+and issuers of ARTs
---------+52. Where applicable, in assessing the collective appropriate knowledge, skill and experience, the …
---------+53. The assessment of the appropriate collective knowledge, skills and experience should provide a …
---------+54. When assessing the collective appropriate knowledge, skills and experience of the management …
---------+55. The composition of the management body should ensure that the collective decision-making …
---------+56. The issuer of ARTs or the CASP should perform an assessment of the collective suitability of …
---+C.4. Issuers of ARTs’ or CASPs’ corrective measures
------+57. If an issuer of ARTs’ or a CASP’s assessment or re -assessment concludes that the management …
------+58. Where a member of the management body is not of sufficient good repute the member should not be …
------+59. Appropriate corrective measures may include but are not limited to: adjusting responsibilities …
------+60. If an issuer of ARTs or a CASP’s assessment or re -assessment identifies easily remediable …
------+61. In any case, competent authorities should be informed without delay of any material …
---+C.5. Suitability assessment by competent authorities
------+62. Competent authorities should specify the supervisory procedures applicable to the suitability …
------+63. Competent authorities should ensure that a description of those assessment procedures is …
------+64. Competent authorities should ensure that their supervisory procedures allow them to address …
------+65. Competent authorities should require issuers of ARTs and CASPs to notify them without delay of …
------+66. In the duly justified cases referred to in paragraph 45, issuers of ARTs and CASP should be …
------+67. Competent authorities should set out a maximum period for their assessment of suitability which …
------+68. Where a competent authority establishes that information in addition to what is required under …
------+69. Competent authorities should perform their assessment on the basis of the information provided …
------+70. Competent authorities should require issuers of ARTs and CASPs to submit the information and …
------+71. Where appropriate on a risk-based approach and for issuers of significant ARTs, competent …
------+72. The assessment of the individual and collective suitability of the members of the management …
------+73. Competent authorities may attend or conduct meetings with the issuer of ARTs or CASP, including …
------+74. Competent authorities should ensure that necessary re-assessments under sections C.3, C.3.1 and …
---+C.6. Decision of the competent authority
------+75. Competent authorities should take a decision based on the assessment of individual and …
------+76. Where the outcome of the assessment of suitability by the competent authority concludes that it …
------+77. Where an issuer of ARTs or a CASP fails to provide sufficient information regarding the …
------+78. Where shortcomings regarding the individual or collective knowledge, skills or experience of …
---+Draft Joint Guidelines on the assessment of the suitability of the shareholders or members, whether direct or indirect, with qualifying holdings in issuers of ARTs or of CASPs
------+D. Compliance and reporting obligations
------+Status of these guidelines
---------+1. This document contains guidelines issued pursuant to Articles 16 of Regulation (EU) No 1093/2010 …
---------+2. Competent authorities as defined in Article 3(1) point (35)(a) of MiCA to whom guidelines apply …
------+Reporting requirements
---------+3. Within two months of the date of publication of these guidelines on EBA’s and ESMA’s website s …
---------+4. Notifications will be published on the EBA website, in line with Article 16(3) of Regulation …
------+Subject matter, scope and definitions
------+Subject matter
---------+5. In accordance with Article 16 of Regulation (EU) No 1093/2010 and of Regulation (EU) No …
---------+6. These draft Joint Guidelines lay down the methodology that competent authorities should use for …
---------+7. In accordance with Article 16 of Regulation (EU) No 1093/2010 and of Regulation (EU) No …
------+Scope of application
---------+8. In accordance with Articles 18(2), point (j) or 62(2)(h) of MiCA, in case of application for …
---------+9. In accordance with Articles 42(1) and 84(1) of MiCA, in case of issuer of ART or CASP authorised …
---------+10. These guidelines do not apply to issuers of ARTs or CASPs that are authorised as credit …
------+Addressees
---------+11. These guidelines are addressed to competent authorities as defined in Article 3(1), point …
------+Definitions
---------+12. Unless otherwise specified, terms used and defined in MiCA have the same meaning in these Draft …
------+E. Implementation
------+Date of application
---------+13. These guidelines apply from dd.mm.yyyy [“Instruction to editors – Please insert date [2] months …
------+F. Draft Joint Guidelines
------+F.1. Acting in concert, significant influence, indirect shareholders, decision to acquire
---------+14. Competent authorities should determine whether the circumstances giving rise to a proposed …
---------+15. For these purposes competent authorities should apply the assessment methodology set out in the …
------+F.2. Assessment of suitability of shareholders or members, whether direct or indirect, with qualifying holdings at authorisation
---------+16. Pursuant to Article 21(2), point (c) or Article 63(10), point (c) of MiCA, competent …
---------+17. For the assessment of the reputation of the proposed acquirer, competent authorities should …
---------+18. For the assessment of the absence of reasonable grounds to suspect that ML/TF are being …
---------+19. For the purposes of the assessment of the aspects of sufficiently good repute relating to …
------+F.3. Assessment of the suitability of a proposed acquirer of a qualifying holding in accordance with Articles 42(1) or 84(1) of MiCA
---------+20. In order to assess whether a natural or legal person have made the decision to acquire …
---------+21. Competent authorities have to assess the suitability of proposed acquirers of direct or …
---------+22. For the assessment of the criterion set out in Article 42(1), point (a) or in Article 84 (1) …
---------+23. For the assessment of the criterion set out in Article 42(1), point (b) or in Article 84(1) …
---------+24. For the assessment of the criterion set out in Article 42(1), point (c) or in Article 84(1) …
---------+25. For the assessment of the criterion set out in Article 42(1), point (d), relating to the …
---------+26. With specific regard to issuers of ARTs, the continuous compliance with the prudential …
---------+27. For the assessment of the criterion set out in Article 42(1), point (e), or in Article 84(1) …
---------+28. Whenever the funds for the acquisition of the qualifying holdings consist in crypto-assets or …
---------+29. Target supervisors should apply the principle of proportionality in their assessment in …
---------+30. In case the proposed acquirer intends to acquire a qualifying holding in a target undertaking …
---+Annex I – Template for a matrix to assess the collective competence of members of the management body
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Joint EBA and ESMA Guidelines on the suitability assessment of the members of the management body of issuers of ARTs and of CASPs (EBA/GL/2024/09)
Joint EBA and ESMA Guidelines on the suitability assessment of the members of the management body of issuers of ARTs and of CASPs (EBA/GL/2024/09) https://www.eba.europa.eu/activities/single-rulebook/regulatory-activities/asset-referenced-and-e-money-tokens-micar/joint-eba-and-esma-guidelines-suitability-assessment-members-management-body-issuers-arts-and-casps – PDF
1. Overview
1.1 References
1.2 Identified Requirements
1.3 Related Standards
2. Identified Requirements
Requirements
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Requirement |
3. Related Standards
Standards
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Requirement |
- EBA - Published by the European Banking Authority at https://www.eba.europa.eu/
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