C.2.4 Sufficient time commitment of members of the management body

Members of the management body of issuers of ARTs, in accordance with Articles 34(2) of MiCA, or members of the management body of a CASP, in accordance with Article 68(1) of that Regulation, should be able to commit sufficient time to perform their functions and responsibilities. This includes that they are able to commit sufficient time in light of other obligations they might have.

Members should also be able to fulfil their duties in periods of particularly increased activity, or as a result of some major difficulty with one or more of its operations, taking into account that in such periods a higher level of time commitment than in normal periods may be required.

In the assessment of sufficient time commitment of a member, issuers of ARTs and CASPs should take at least the following into account:

• a. the number of directorships in financial entities and other companies held by that member at the same time, taking into account possible synergies between different directorships, e.g. in a group context, including when acting on behalf of a legal person or as an alternate of a member of the management body;
• b. the directorships in organisations which do not pursue predominantly commercial ob-jectives held by that member at the same time;
• c. the size, nature, scope and complexity of the activities of the entity where the member holds a directorship and, in particular, whether or not the entity is a non-EU entity;
• d. the member’s geographical presence and the travel time required for the role;
• e. the number of meetings scheduled for the management body;
• f. any necessary meetings to be held, in particular, with competent authorities or other internal or external stakeholders outside the management body’s formal meeting schedule;
• g. the nature of the specific position and the responsibilities of the member, including specific roles such as CEO, chairperson, or chair or member of a committee, whether the member holds an executive or non-executive position, and the need of that mem-ber to attend meetings in the companies listed in points (a) and (b) and in the financial entity;
• h. other external professional or political activities, and any other functions and relevant activities, both within and outside the financial sector and both within and outside the EU;
• i. the necessary induction and training;
• j. any other relevant duties of the member considered necessary to be taken into ac-count in the assessment as they oblige the member to commit time.

Issuers of ARTs and CASPs should record the roles, duties and required capabilities of the various positions within the management body and the expected time commitment required for each individual position, also taking into account the need to devote sufficient time for induction and training. For this purpose, CASPs that fall under class 1 of Annex IV of MiCA and issuers of non-significant ARTs should differentiate the expected time commitment between members of the management body in its management function and members of the management body in its supervisory function rather than for the individual positions within those functions.

A member of the management body should be made aware of the expected time commitment. Issuers of ARTs and CASPs may require the member to document the ability to devote the required time to the role in an appropriate way.

Issuers of ARTs and CASPs should monitor whether the members of the management body commit sufficient time to perform their functions. Preparation for meetings, attendance and the active involvement of members in management body meetings are all indicators of time commitment.

The impact of any long-term absences of members of the management body should be considered in the assessment of the sufficient time commitment of other individual members of the management body.

Issuers of ARTs and CASPs should keep records of all external professional and political positions held by the members of the management body. Such records should be updated whenever a member notifies the issuer of ARTs or the CASP of a change and when such changes come otherwise to the attention of the issuer of ARTs or CASP. Where such changes occur that may reduce the ability of a member of the management body to commit sufficient time to perform the members function, the issuer of ARTs or CASP should re- assess the member’s ability to dedicate sufficient time to the function.