Decree No. 199 / 2020 Coll.
Order on applications under the supplementary pension savings law
Valid
Order
Effective from 01.05.2020
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199
DECLARATION
of 20 April 2020
on applications under the supplementary pension savings law
The Czech National Bank provides pursuant to § 170 of Act No. 427 / 2011 Coll., on Supplementary Pension Savings, as amended by Act No. 403 / 2012 Coll., Act No. 241 / 2013 Coll. and Act No. 119 / 2020 Coll., for the implementation of § 33 (3), § 35 (5), § 39 (4), § 44 (1), § 65 (1), § 69 (4), § 77b (1), § 96 (5), § 97 (8) (c), § 109 (6), § 111 (2) and § 113 (8) thereof:
Subject matter
(1) This decree provides for a model of the application form and the content of its annexes where the applicant requests
(a) authorisation for the activities of the pension company;
(b) registration of other activities of the pension company;
(c) consent to the performance of the post of Head of the Pension Society;
(d) consent to acquire a qualifying holding or increase the qualifying holding in a pension company by reaching or exceeding 20%, 30% or 50%, or by controlling a pension company;
(e) authorisation of the merger of pension companies;
(f) withdrawal of authorisation for the activities of the pension company;
(g) authorisation to establish a participating fund;
(h) approval of the status of the participating fund and its amendments;
(i) authorisation to transfer the management of all participating funds to another pension company;
(j) withdrawal of authorisation to create a participating fund;
(k) authorisation for the merger of participating funds.
(2) This decree also provides for details of the application for authorisation to operate as a separate intermediary, its formats and other technical requirements.
Definition of terms
For the purposes of this decree:
(a) proof of integrity issued by a foreign State, a document similar to the extract from the Register of Penalties which may not be more than 3 months old, issued by a foreign State;
1. where a foreign natural person is a citizen and a foreign State in which that person has remained continuously for more than 6 months in the last 3 years; or
2. in which the natural person who is a citizen of the Czech Republic has remained continuously in the last 3 years for more than 6 months, unless the information required to assess integrity is contained in the Annex to the extract from the Register of Penalties; or
3. in which a foreign legal person has, or has had its registered office in the last 3 years, and in which a foreign legal person or a legal person having its registered office in the Czech Republic has or has located a commercial establishment or branch in the last 3 years, or has carried out its business in it or has its property in so far as the law of that foreign State regulates the criminal liability of legal persons;
(b) evidence of integrity of the evidence of integrity issued by a foreign State, a declaration by the applicant of the incapacity of a natural person, unless that person is the subject of the data kept in the population base register, a declaration containing the information necessary to measure the extract from the criminal record of the natural person and the data and evidence of the person's current activities over the last 10 years, in particular on:
1. the imposition of administrative penalties in connection with the performance of employment, function or business activities;
2. a decision to default or reject an insolvency application for a lack of assets;
3. the suspension or withdrawal of an authorisation for a business or other activity shall not apply where it has taken place at the request of the person holding the licence and that application has not been made at the time when the suspension or withdrawal procedure has already been conducted;
4. refusal of the consent of a court or administrative authority to choose, appoint or other profession for the post or acquisition of a qualifying holding, to increase the qualifying participation or to control a person, where such consent has been required; and
5. exclusion from the professional chamber, association or association of persons working in the financial market or the imposition of disciplinary penalties by such a community for infringement of legal obligations;
(c) a document relating to the acquisition of a qualifying holding or an increase in the person's declaration of whether:
1. have or acquire shares in its own name and on its own account;
2. exercise or exercise voting rights for the benefit of a third party;
3. transferred or intends to transfer the voting rights to another person under a contract or other arrangement;
4. there is or is to be a fact on the basis of which it is or becomes a person controlled;
5. act in agreement with another person to whom the exercise of voting rights has been transferred or who has significant influence on proceedings; and
6. has debts exceeding 5% of the equity or assets of a person acquiring or increasing qualifying holdings; This applies mutatis mutandis to guarantees, guarantees and other liabilities from which such debts may arise,
(d) financial statements
1. annual reports and financial statements for the last 3 financial years or for the period during which a person carries on business activities if that period is less than 3 financial years; where the person is part of a consolidation unit, also consolidated annual reports and financial statements for the same period, and if the accounts are to be audited by an auditor under the Accounting Act, the accounts shall be presented as verified by the auditor; and
2. evidence of income over the last 3 years and summary information on assets and debts, in the case of a natural person,
(e) by a regulated institution, a person having an activity similar to that of a bank or savings and credit cooperative, a securities dealer, an insurance undertaking, a reinsurance undertaking, a payment institution, an electronic money institution, a payment account manager or a person whose business is another regulated activity carried out on the financial market, provided that such person is established in another Member State and supervised in the State of his registered office;
(f) a strategic intention involving:
1. the period during which the qualifying participation is to be held or during which the pension company is to be controlled;
2. anticipated changes to the level of qualifying participation in the short and long term;
3. the estimated level of involvement in the management of the pension company,
4. the expected support of the pension company by its own resources, if necessary for the development of activities or for the management of a deteriorated financial situation;
5. Information on whether or not an agreement has been concluded to promote common interests with another shareholder of a pension company; and
6. envisaged changes in the activity of the pension company, in the way in which to finance further development, in the policy of distribution of dividends, in the way in which to distribute funds and in the policy of payment of losses, in the management and control system, in strategic development and in the casting of managers; that information contains a strategic intention to achieve or exceed 20% of the qualifying participation or to take over a pension company;
(g) data on persons with close links
1. identification of the person for each person with close links; where the person with a close link is a person with a registered office in another Member State, also an indication of whether the person is to be authorised by the supervisory authority of another Member State to act as a regulated institution, or whether the person is a controlling person of that person, and whether the person with a close link is a person with a registered office in a Member State, as well as evidence that the legislation of that State and the manner in which it is implemented, including its enforceability, does not prevent the effective exercise of supervision of the pension company;
2. a description of the structure of the group and the way in which it is linked with the graphic representation of the relationships between each closely connected person, indicating the subject matter of their activities; and
3. if the person with a close link is a legal person, the identification of the person for the 10 largest members according to his or her share of the voting rights, or for all the members, if the legal person has fewer than 10 of them, and the amount of their share of the voting rights expressed as a percentage,
(h) data on professional experience
1. information on the type of professional experience;
2. an indication of the person to whom the professional practice is or has been carried out;
3. a description of the employment classification and, where relevant, the importance of the practice for financial market activity, a description of the activity carried out and the extent of the powers and responsibilities associated with that activity, indicating the number of persons managed;
4. the definition of the duration of the activity referred to in point 3; and
5. consent to the performance of a work assignment required by other legislation, where necessary;
(i) data on education
1. the name and type or type of educational institution, the study programme, the focus of the study programme, the duration of the study programme, the manner and date of completion of the study, and, where appropriate, the academic degrees obtained; and
2. an overview of professional examinations and courses, traineeships and study visits relevant to financial market activities, indicating the year of their completion and focus;
(j) a senior member of a statutory authority, a statutory authority, an executive director or a person who otherwise effectively manages the activities of a legal person.
Application for authorisation to operate a pension company
(To Article 33 (3) of the supplementary pension savings law)
(1) The application for authorisation for the activity of a pension company shall be made on a form, a model of which appears in the Annex to this Order, to which the applicant shall accompany the annexes containing information on the applicant, persons qualified to participate in the applicant and information on the intended activity of the pension company and its security.
(2) The Annexes containing information on the applicant are:
(a) founding acts;
(b) the indication of the actual registered office, if different from the registered office of the applicant;
(c) information on capital, including the amount of capital and its origin, including a document proving that fact and proof of payment of the capital;
(d) the list of the applicant's management and for each management person
1. identification of the person,
2. evidence of credibility assessment;
3. a CV containing information on education and professional experience; if the lead person is involved in activities under Section 74 (1) of the supplementary pension savings law, also a certificate of professional examination under this Act;
4. an overview of the functions performed in the elected bodies and other functions in other legal entities to which the lead person has been appointed or otherwise called, over the period of the last 10 years and for each of those legal entities, the identity of the person, his object of activity, the designation of the function performed, the period of his or her performance and the indication of whether the lead person intends to perform that function in that legal entity in parallel with that of the lead person of the applicant and whether he or she is an executive or non-executive member;
5. a description of the financial and personnel relations of that person with the applicant and other senior persons of the applicant, controlling the applicant's person and those of that person, if any, and to shareholders with qualified participation in the applicant,
6. the proposed management function in the applicant's organisational structure and a brief description of the performance of that function in terms of delegated powers and responsibilities; and
(e) data on persons with close links.
(3) Annexes containing information on persons with qualifying holdings, persons who, acting in agreement with another person, obtain a qualified participation in the applicant and the controlling person shall be:
(a) a list of persons with a qualifying participation in the applicant and persons who, acting in agreement with another person, achieve a qualifying participation in the applicant and the controlling persons and the graphically displayed relationship between those persons; for persons acting in agreement, also the fact on the basis of which the concerted conduct takes place and, in the event of the control of the applicant, a description of the fact on the basis of which the person becomes the person controlling the applicant,
(b) for each person referred to in (a):
1. identification of the person,
2. details of the amount of the share in the capital or voting rights expressed in percentage and absolute value (hereinafter referred to as "the amount of the share") or a description of any other form of application of a significant influence on the management of the applicant, including whether the share is acquired directly or indirectly; in the case of an indirect share, the indication of the person through which the share is acquired;
3. where the person referred to in point (a) is a legal person, also the identification of the person for the 10 largest members by share in the voting rights or by all members, if less than 10, and the amount of their voting rights;
4. an extract from a commercial register or other similar business records which may not be more than 3 months old, if it is a legal person or an undertaking natural person;
5. financial statements and other documents proving the origin of the financial resources from which the acquisition of a qualifying holding has been or is to be covered, unless they are already listed in the Annex referred to in paragraph 2 (c);
6. evidence of credibility assessment;
7. a document relating to the acquisition or increase of a qualifying holding;
8. strategic plan,
9. an overview of the legal persons in respect of which the person referred to in point (a) is a person controlling or exercising a significant influence on the management of that legal person and, for each of those legal persons, the identification of the person, his object of the activity and the amount of the share, or a description of any other form of application of a significant influence on the management of that legal person;
10. an overview of the functions performed in the elected bodies and other functions in other legal persons to which the person referred to in point (a) has been appointed or otherwise called, over the period of the last 10 years and for each of those legal persons, the identity of the person, his subject-matter and the description of the duties performed and the period of his or her exercise in that legal person; and
11. a description of the financial and personnel relations of that person with the applicant and, where appropriate, the members of the group to which the applicant belongs, the lead persons of the applicant and other shareholders of the applicant,
(c) the list of management bodies of the legal person referred to in point (a) and for each management person
1. identification of the person,
2. a description of the function performed in the organisational structure of the legal person;
3. evidence to assess credibility,
4. an overview of the currently performed functions in the elected bodies and other functions in other legal persons to which the person has been appointed or otherwise called, and, for each of those legal persons, the identity of the person, his subject-matter and the name of the function performed by the person in that legal person; and
5. a description of the financial and personnel relations of that person with the applicant and the applicant's managers and shareholders with a qualifying holding in the applicant, if this information is not already listed in the Annex referred to in point (b) (11);
(d) if the person referred to in point (a) is a regulated institution, an indication of the supervisory authority which oversees him in the State of his seat;
(e) where the person referred to in (a) has his registered office in a State which is not a Member State,
1. the basic information relating to the regulatory system in the State where the person referred to in point (a) is established and the information on whether and to what extent the regulation on the prevention of the legalisation of proceeds from crime and terrorist financing is in accordance with the recommendations of the Financial Action Committee (FATF); and
2. the opinion of the competent authority supervising it, if the person referred to in point (a) is a person with an activity similar to that of the regulated institution, on the intention of that person to participate in the activities of the pension company for which authorisation is sought and on the possible exchange of information necessary for the supervision of the pension company for which authorisation is sought.
(4) Annexes containing information on the expected activities of the pension company and its security
(a) a business plan under Section 32 of the supplementary pension savings law;
(b) a proposal for an organisation, including internal rules governing it, with a proper, transparent and comprehensive definition of the activities, indicating the activities of the pension company's bodies and their associated responsibilities and decision-making powers; the functions whose performance is mutually incompatible shall be defined simultaneously within the organisation;
(c) draft internal rules for a pension company involving:
1. management and control systems, in particular internal control rules and risk management systems,
2. rules on the prudent exercise of the activities of the pension company; and
3. rules of conduct in the performance of the activities of the pension company,
(d) a list of persons who will be provided as heads of organisation or as separate persons
1. the pursuit of activities of a pension company consisting of the management of participating funds,
2. Continuous monitoring of compliance with the obligations of the pension company arising from the legislation, the internal rules of the pension company and contractual relations with the funds and depositories managed;
3. risk management; and
4. performance of internal audit,
(e) a CV containing information on education and professional experience of all persons listed under (d);
(f) a list of the activities which the pension company intends to carry out through another person, indicating how the conditions for carrying out the activities are met through another person, the proposal or the basic principles of the contract for carrying out the activity through another person, if such a contract is to be concluded after the authorisation has been granted, and the identification details of that person; and
(g) other annexes according to the scope of the activities pursued by the pension company, which are:
1. design of the way in which the information is processed and recorded, communication with participants, accounting and management of the participants' personal pension accounts;
2. a proposal for a method of technical security of activity and the provision of services via the Internet;
3. evidence of a direct link with the depositary or, where appropriate, other persons to conduct trade in, or keep records of, the property of the participating fund; and
4. evidence of ensuring a direct or intermediary link with the settlement agents of investment vehicles.
(5) A person with a qualifying holding in an applicant as referred to in paragraph 3 (a), who is a regulated institution, may instead of the documents referred to in paragraph 3 (a). (b) points 6 and 6 are replaced by the following: (c) point (3) provide a certificate to the supervisory authority which oversees it in the State of its registered office, that it is a person subject to its supervision whose credibility has been checked by that authority and that it has no up-to-date knowledge indicating its non-credibility.
(6) Where a foreign State does not issue a proof of integrity in accordance with Article 2 (a) and where the information necessary for the assessment of integrity cannot be furnished by an annex to the extract from the Register of Penalties, the certificate of integrity certified by the court, by the authority authorised or notary of the foreign State concerned, shall be annexed to the application form.
Request for approval to perform the post of Head of the Pension Society
(K § 39 (4) of the supplementary pension savings law)
(1) An application for approval to perform the function of head of a pension company shall be made on a form, a specimen of which appears in the Annex to this Order, to which the applicant shall attach the identification details of the person to be head of the pension company and for that manager
(a) evidence of credibility assessment;
(b) a CV containing information on education and professional experience; if the lead person is involved in activities under Section 74 (1) of the supplementary pension savings law, also a certificate of professional examination under this Act;
(c) the proposed management function in the organisation of the pension company and a brief description of the performance of the management function in terms of powers and responsibilities conferred on it;
(d) an overview of the functions performed in the elected bodies and other functions in other legal entities to which the lead person has been appointed or otherwise called, over the last 10 years and for each of these legal entities, the identification of the person, his object of activity, the designation of the function performed, the period of performance and the indication of whether the manager intends to perform that function in that legal entity in parallel with that of the management of the pension company and whether the function is an executive or non-executive member; and
(e) a description of the financial and personnel relations of that person with the pension company and other senior persons of the pension company, controlling the person of the pension company and the management of that controlling person, if any, and to shareholders with a qualifying participation in the pension company.
(2) Where there is a change in the organisation of the pension company, including changes in the competencies of existing managers, the application shall include an updated organisation.
(3) Where a foreign State does not issue a proof of integrity in accordance with Article 2 (a) and where the information necessary for the assessment of integrity cannot be substantiated by an annex to the extract from the Register of Penalties, the application form of the person concerned's certificate of integrity certified by the court, by the authority authorised or notary of the foreign State concerned is annexed.
Application for registration of other activities of the pension company
(Paragraph 35 (5) of the supplementary pension savings law)
The application for registration of another activity of a pension company pursuant to § 35 (1) (a) to (d) of the supplementary pension savings law shall be submitted on a form, a model of which is annexed to this decree, to which the applicant shall accompany:
(a) an indication of the additional activity under § 35 (1) (a) to (d) of the supplementary pension savings law for which the applicant applies for registration;
(b) the expected impact of any further activity on the activities of the pension company;
(c) a draft internal rules which take into account the exercise of further activities, in particular internal rules governing risk management procedures, their evaluation and measures to limit those risks;
(d) an analysis of the different types of crisis situations in carrying out other activities which may have an adverse impact on the proper provision of services and procedures for dealing with such situations;
(e) the documents referred to in Article 35 (6) of the Supplementary Pension Savings Act, if the activities referred to in Article 35 (1) (a) or (c) are to be carried out; and
(f) a document authorising further activities subject to registration issued by the competent authority, unless that authority is the Czech National Bank.
Request for approval to acquire or increase a qualifying holding in or control a pension company
(Paragraph 44 (1) of the supplementary pension savings law)
(1) A request for approval to acquire a qualifying holding or increase a qualifying holding in a pension company by reaching or exceeding 20%, 30% or 50%, or for the control of that person, shall be made on a form, a specimen of which appears in the Annex to this Order, to which the applicant shall accompany:
(a) identification of the person for the pension company in which the qualifying participation is to be acquired or increased or controlled;
(b) details of the amount of the share held by the applicant at the date on which the application is submitted, the amount of the new and the resulting share, or a description of any other form of application of a significant influence on the management of the pension company, including whether the share is acquired directly or indirectly; in the case of an indirect share, the indication of the person through which the share is acquired;
(c) if the applicant is a legal person, the identification of the person for the 10 largest members by proportion to the voting rights or all members, if less than 10, and the amount of their voting rights;
(d) where the applicant is a legal person or a natural person, an extract from the applicant's business register or other similar business records which may not exceed 3 months;
(e) the financial statements of the applicant and other documents proving the origin of the financial resources from which the acquisition or increase of the qualifying holding is to be covered;
(f) evidence to assess the applicant's credibility;
(g) a document relating to the acquisition or increase of qualified participation by the applicant;
(h) strategic plan;
(i) an overview of the legal persons in respect of which the applicant is a person controlling or exercising a significant influence on the management of that legal person and, for each of those legal persons, the identification of the person, his object of the activity and the amount of the share, or a description of any other form of application of a significant influence on the management of that legal person;
(j) an overview of the functions performed in the elected bodies and other functions in other legal persons to which the applicant has been appointed or otherwise called, over the period of the last 10 years and for each of those legal persons, the identity of the person, his or her subject matter, the designation of the duties performed and the period of his or her term of office in that legal person;
(k) a description of the applicant's financial and personal relations with the pension company, or individual members of the group to which the pension company belongs, the managers and current shareholders of the pension company;
(l) a list of the applicant's managers, if the applicant is a legal person, and for each manager
1. identification of the person,
2. a description of the function performed in the applicant's organisational structure;
3. evidence to assess credibility,
4. an overview of the currently performed functions in the elected bodies and other functions in other legal entities to which the person has been appointed or otherwise called under the list, and, for each of those legal entities, the identity of the person, his activity and the designation of the function performed; and
5. a description of the financial and personnel relationship of the person to the pension company and to the management of the pension company and to shareholders with a qualifying participation in the pension company, if this information is not already in the description referred to in point (k),
(m) in the case of compliance negotiations, a list of persons with whom the applicant reaches a qualifying participation or exceeds 20%, 30% or 50% for the pension companies, graphically illustrated relationships between those persons, a description of the facts on the basis of which the action takes place and for each person with whom the applicant acts in conformity;
1. identification details of the person; and
2. information on the amount of the share of pension companies for individual persons acting in agreement and in total for those persons;
(n) taking part in the control of the pension company, a description of the facts on the basis of which the control takes place and a document proving the origin of the financial resources to be used to buy up the shareholding of a non-controlling shareholder;
(o) where the applicant is a regulated institution, an indication of the supervisory authority which oversees the applicant,
(p) where the applicant is part of a consolidation group, a description of the structure of the consolidation unit to which the pension company will be included, indicating the persons within the group falling within the scope of supervision on a consolidated basis;
(q) if the applicant is established in a State which is not a Member State,
1. basic information on the system of regulation of the State of residence of the applicant and on the extent to which the system of regulation of that State in the field of preventing the legalisation of proceeds from crime and terrorist financing is in accordance with the recommendations of the Financial Action Committee (FATF); and
2. the opinion of the competent authority supervising it, if the applicant is a person with an activity similar to that of the regulated institution, on its intention to participate in the activities of the pension company in the Czech Republic and on the possible exchange of information necessary for the supervision of the pension company.
(2) An applicant who is a regulated institution may, instead of the documents referred to in points (f) and (l) (3) of paragraph 1, submit a certificate to the supervisory authority of the State of the applicant's registered office that he is subject to his supervision, whose credibility has been checked by that authority and that he has no up-to-date information indicating that he is untrustworthy.
(3) Where a foreign State does not issue a proof of integrity in accordance with Article 2 (a) and where the information necessary for the assessment of integrity cannot be substantiated by an annex to the extract from the Register of Penalties, the application form of the person concerned's certificate of integrity certified by the court, by the authority authorised or notary of the foreign State concerned is annexed.
(4) If, in the context of the acquisition or increase of a qualifying participation in or control of a pension company, there is a change in the management of the pension company, the applicant shall proceed mutatis mutandis in accordance with Article 4 (1).
Application for authorisation of mergers of pension companies
(For Paragraph 65 (1) of the supplementary pension savings law)
(1) An application for authorisation of a merger of pension companies shall be made on a form, a specimen of which appears in the Annex to this Order, to which the applicant shall accompany:
(a) a list of companies involved in the merger, indicating the person's identification number;
(b) details of the amount of the capital, the amount of the paid-up capital, the number, amount and subject matter of the individual contributions to which the capital was subscribed or paid up, and the number, nominal value and form of shares of the acquiring company, and whether those shares will be issued as paper or bookkeeping;
(c) a list of the managers of the acquiring company, indicating the identification details of the person and function to be carried out and for each manager; and
1. evidence of credibility assessment;
2. a CV containing information on education and professional experience; if the lead person is involved in activities under Section 74 (1) of the supplementary pension savings law, also a certificate of professional examination under this Act;
3. the post of Head in the organisation of the acquiring company and a brief description of the performance of that function in terms of the powers and responsibilities conferred on it;
4. an overview of the functions performed in the elected bodies and other functions in other legal persons to which the lead person has been appointed or otherwise called, over the last 10 years and for each of those legal persons, the identity of the person, his object of activity, the designation of the function performed, the period of his or her execution and the indication of whether the lead person intends to perform that function in that legal person in parallel with that of the manager of the acquiring company and whether he or she is an executive or non-executive member;
5. a description of the financial and personal relations of the person concerned with the acquiring company and other managers of the acquiring company and shareholders with a qualifying holding in the acquiring company,
(d) the draft merger of pension companies under the Act governing the conversion of companies and cooperatives, the information provided for in Article 65 (2) of the supplementary pension saving law, and a description of the impact of the merger on the claims and resources of the participants in the supplementary pension saving and on the pursuit of the activity of the recipient pension company and the pursuit of activities related to the activity of that pension company in terms of meeting the requirements for their prudent performance;
(e) joint reports by the statutory authorities or reports by the statutory authorities of the companies involved in the merger and, where appropriate, approval to refrain from processing them;
(f) an expert report or reports, including the expert's opinion on the requirements of the project, pursuant to Article 65 (3) of the supplementary pension savings law;
(g) the final accounts of the participating companies and the opening balance sheet of the acquiring company and the auditor's report on their verification or interim accounts and the auditor's report on their verification; and
(h) an indication of the groups of persons between whom a merger results in close links, the identification details of the persons who, as a result of the merger, gain a qualifying participation in the acquiring company and an indication of the amount of the share or description of any other form of application of a significant influence on the management of the acquiring company.
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Regulation Information
| Citation | Decree No. 199 / 2020 Coll., on applications under the Act on Supplementary Pension Savings |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 27.04.2020 |
|---|---|
| Effective from | 01.05.2020 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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