Decree No. 355 / 2020 Coll.
Decree on applications and certain information under the Bank Act and the Bank and Credit Cooperatives Act
Valid
Order
Effective from 01.10.2020
Contents
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355
DECLARATION
of 20 August 2020
on applications and certain information under the Bank Act and the Savings and Credit Cooperatives Act
The Czech National Bank shall determine pursuant to § 4e (4), § 16 (7), § 17c (3), § 17n (3), § 20 (4) and § 26g (4) of Act No. 21 / 1992 Coll., on banks, as amended, and pursuant to § 1 (8), § 2a (1), § 2b (4), § 2cd (3), § 5a (3) and § 13 (6) of the Act No. 87 / 1995 Coll., on savings and credit cooperatives and certain measures related thereto and on the addition of the Czech National Council Act No. 586 / 1992 Coll., on Income Tax, as amended by the later provisions:
GENERAL PROVISIONS
Subject matter
(1) This decree regulates the details of the application details, format and other technical details of the application for
(a) the prior consent under Article 16 (1) of the Banking Act to:
1. the conclusion of a contract on the basis of which any contract with a commercial establishment or part of it takes place;
2. Decision of the General Assembly to abolish the Bank,
3. transfer of assets to the bank as a shareholder;
4. Decision of the General Assembly on the reduction of the Bank's capital, in the absence of a reduction in the Bank's capital for loss;
5. Decision of the General Assembly pursuant to Section 7a (1) (c) of the Banking Act,
(b) prior consent to:
1. the conclusion of a contract on the basis of which all or part of a commercial establishment is available pursuant to § 1 (7) of the Act on savings and credit cooperatives,
2. Decision of the member meeting on the reduction of the amount of the basic member contribution pursuant to § 5a (3) of the Act on savings and credit cooperatives,
3. decision of the member meeting to cancel the cooperative reserve pursuant to Section 5a (3) of the Act on savings and credit cooperatives;
4. authorisation to change the legal form of the cooperative reserve into a public limited liability company;
5. a licence for a foreign bank from a Member State other than a Member State which intends to establish a branch in the Czech Republic pursuant to § 4e (3) of the Banking Act,
(c) prior consent to:
1. Acquisition of a significant holding under Section 17c (3) of the Banking Act,
2. the merger or division of the bank pursuant to Paragraph 17n (3) of the Banking Act; and
3. the merger or division of the cooperative reserve pursuant to § 2cd (3) of the Act on savings and credit cooperatives.
(2) This decree sets out the evidence demonstrating the credibility, competence and experience of the managers of the financial holding person or mixed financial holding person.
Definition of terms
(1) 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 a document of integrity issued by a foreign State, a declaration by the applicant of the identity of the natural person, unless that person is the subject of the data kept in the basic population register and provides for a report for that person on the results of the assessment of suitability, a declaration containing the information necessary for the measures to be taken in the records of the natural person's criminal record and the data and evidence of the person's current activities over the last 10 years;
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. suspension or withdrawal of authorisations for business or other activities; This does not apply if it has occurred at the request of the person holding the permit and this application has not been made at the time when the suspension or withdrawal procedure has already been in place,
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, by increasing the qualifying participation or by controlling a person, where such consent has been required;
5. exclusion from the professional, association or association of persons working in the financial market, or the imposition of disciplinary penalties by such a chamber, association or association for breach of legal obligation;
6. other elements relevant to the assessment of credibility,
(c) identification data for:
1. legal persons and natural persons involved, the name, registered office and identification number of the person, if assigned, and the international legal person identifier (LEI), if assigned;
2. a natural person who is not an entrepreneur, name and birth number, or, failing that, the date of birth and residence,
(d) data on persons with close links
1. identification of each person with close links; where the person with a close link has 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 he is a controlling person of that person and whether the person with a close link has a registered office in a State which is not a Member State, as well as proof that the legislation of that State and the manner in which it is applied, including its enforceability, does not prevent the effective exercise of supervision of the bank or cooperative reserve;
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. identification of the 10 largest members according to their share of the voting rights, or of all the members, if the legal person has fewer than 10, and of their share of the voting rights expressed as a percentage, if the person with close links is a legal person;
(e) 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;
(f) information 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 completion and focus.
(2) For the purposes of this Order, the following definitions shall also apply:
(a) a document relating to the acquisition or increase of a qualified participation of a person's declaration that:
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,
(b) 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 a person is part of a group, also consolidated annual reports and financial statements for the same period; if, under the Accounting Act, the accounts are to be audited by the auditor, the accounts shall be presented by the auditor; and
2. evidence of income over the last 3 years and comprehensive information on assets and debts, in the case of a natural person who is not an entity;
(c) the business plan of the plan actually envisaged for the first 3 financial years of the activity, based on realistic economic calculations, in the range of the financial statements provided for in the Accounting Act, together with a commentary on the various items of the plan submitted, which always contains the starting points and strategies of the activity on which the plan is based, the types of activities envisaged and a description of the way in which these activities are secured;
(d) by a regulated institution, a person having an activity similar to that of a bank or a 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 if that person has its head office in another Member State and is supervised in the State of its registered office;
(e) a strategic intention for a project involving:
1. the period during which the qualifying participation is to be held or the period during which the bank or cooperative reserve 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 bank or cooperative reserve;
4. the envisaged support of the bank or the cooperative reserve 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 bank shareholder or member of the cooperative reserve; and
6. the expected changes in the bank's or the cooperative reserve's activities, the way in which to finance further development, the distribution policy of dividends, the distribution of funds and the policy of payment of losses, the expected changes in the management and control system, strategic development and the casting of managers; the information contains a strategic intention only if the qualifying participation is to reach or exceed 20% or if the bank or the cooperative reserve is to be controlled;
(f) lead person
1. a person pursuant to Article 4 (5) (e) or Article 12ad (1) of the Banking Act or a person who otherwise actually manages the activities of a legal person,
2. the person referred to in Article 2a (4) (b) of the Act on savings and credit cooperatives or the person who otherwise actually manages the activities of a legal person;
3. a person in a financial holding person or a mixed financial holding person who is in a similar position to that referred to in points 1 and 2.
CONFORMITY WITH TRANSMISSION AND OTHER CONFORMITY
Previous consent available to or part of a business race
(K § 16 (7) of the Banking Act and § 1 (8) of the Savings and Credit Cooperatives Act)
(1) The details of the application for prior approval of the Czech National Bank for the conclusion of a contract on the basis of which any business or parts of it are available under § 16 (1) (a) of the Bank Act and § 1 (7) of the Act on savings and credit cooperatives are:
(a) identification details of the person with whom the applicant intends to conclude a contract with a commercial establishment or part thereof;
(b) an extract from the commercial register or other similar business records which may not be more than 3 months old, of the person referred to in (a) or, where applicable, of the application for entry in the relevant register which was not made at the date of the application;
(c) information on the set of assets kept in the applicant's accounting records concerning the subject matter of the disposal with a commercial establishment or part thereof;
(d) detailed information on the intended availability with the business establishment or parts thereof and the consequences thereof, including at least the applicant's intention, including an indication of the type of intended disposition, the changes in the business plan, the timetable, the description of the impact on the performance of the activities of the bank or the cooperative reserve, the description of the integration of the organisational units and the inclusion in the new organisational structure and the description of the transfer of competencies and activities and, where appropriate, other information on changes related to the intended disposition of the business or parts thereof, where such changes have an impact on the activities of the bank or cooperative reserve and the information on them are no longer contained in other documents submitted;
(e) information on the expected effects of the disposition of a business facility or parts thereof at the level of the bank's own funds or cooperative reserve on an individual and consolidated basis, expressed in terms of the change in the capital ratios according to the directly applicable European Union prudential regulation (1), and information providing for continued compliance with those capital ratios on an individual and consolidated basis after the operation relating to the disposition of the business or parts of the business;
(f) the draft contract available with the commercial establishment or part thereof; and
(g) the opinion of the supervisory authority which oversees the person referred to in point (a) in the country of his registered office shall be the conclusion of a contract on the basis of which any or part of a business establishment is available, if that person is a person pursuant to Article 16 (4) (b) or (c) of the Banking Act.
(2) In the event that, as a result of the conclusion of a contract under Section 16 (1) (a) of the Bank Act or Section 1 (7) of the Savings and Credit Cooperatives Act, there is a change in the supervisory authority or the deposit claims insurance scheme, the application also includes:
(a) information on the competent supervisory authority; and
(b) a description of the deposit claims insurance scheme including a description of the changes compared to the original scheme.
Previous approval for cancellation of a bank or cooperative reserve
(K § 16 (7) of the Banking Act and § 5a (3) of the Act on Savings and Credit Cooperatives)
The details of the details of the request for prior approval of the decision of the General Meeting on the cancellation of a bank pursuant to Article 16 (1) (b) of the Banking Act and the decision of the member meeting on the cancellation of the cooperative reserve pursuant to Article 5a (3) of the Act on savings and credit cooperatives are:
(a) information on the reasons for the decision to abolish the bank or the cooperative reserve;
(b) a draft decision by the General Meeting or a member meeting on the cancellation of a bank or cooperative reserve;
(c) in the case of a simultaneous transfer of a commercial establishment or parts thereof, also the information referred to in Article 3 (1) (a) to (d) and (f) and (g);
(d) in the case of conversion (2), followed by the demolished bank, also the type of conversion and data referred to in § 5; and
(e) in the case of a transfer of a part of a business establishment by a cancelled bank or cooperative bank, also a description of the envisaged way of settling debts and debts, in particular a description of the envisaged way of settling debts and debts associated with the part of the undertaking which has not been transferred; a description of the expected settlement method shall always indicate the expected settlement time with regard to the liquidity of the bank's assets or the cooperative reserve.
Prior consent to transfer of assets to a bank
(K § 16 (7) of the Banking Act)
The details of the request for prior approval of the Czech National Bank for the transfer of the assets to the Bank as a shareholder under Section 16 (1) (c) of the Bank Act are:
(a) information on the intentions and reasons for the transfer of capital;
(b) a list of persons involved (3) for the transfer of the assets and, for each person, their identification details and whether they are the deceased or the transferee;
(c) a project for the transfer of the Bank's assets under the Act governing the conversion of commercial companies and cooperatives (11), as well as information containing at least:
1. changes to the business plan of the acquiring bank and a description of how sufficient capital will be ensured;
2. the timetable for the implementation of the capital transfer and the plan for the organisational, technical and personnel integration of the acquiring bank;
3. a description of the impact of the transfer of capital on the exercise of the activities of the acquiring bank;
(d) information on the expected impact of the transfer of capital to the level of the capital of the acquiring bank on an individual and consolidated basis, expressed by a change in capital ratios under the directly applicable regulation of the European Union governing prudential requirements (1), and information on the assumptions of continued compliance with these capital ratios on an individual and consolidated basis after the transfer of capital takes place;
(e) reports by the statutory authorities of persons involved in the transfer of assets, or any agreement to waive their processing;
(f) an expert report on the transfer of assets or, where appropriate, waivers;
(g) the expert's opinion on the terms of the transfer project, unless the expert report referred to in (f) is drawn up;
(h) the final accounts and the opening balance sheet of the acquiring bank and the auditor's report on its verification or interim accounts and the auditor's report on its verification;
(i) a list of the managers of the acquiring banks and an indication of their changes as a result of the transfer of assets;
(j) details of persons with close links where the transfer of assets gives rise to close links between those persons and data of persons in whom the acquiring bank takes a significant participation;
(k) identification details of persons who, as a result of the transfer of assets, acquire or increase a qualifying holding in or control the acquiring bank, including an indication of the amount of the share in the capital or voting rights or other form of application of a significant influence on the management.
Prior approval to acquire significant holdings
(K § 17c (3) of the Banking Act)
The details of the application for prior approval of the Czech National Bank for a significant participation by a bank, a financial holding company or a mixed financial holding company pursuant to Section 17b (1) of the Banking Act are:
(a) identification details of the applicant;
(b) identification of the person to whom a significant participation is to be acquired (hereinafter referred to as "the target company");
(c) identification details of the person whose participation in the applicant is transferred;
(d) the name of the public register in which the target company is registered, the relevant registration number or other identification mark and the current extract or certificate of registration;
(e) details of the applicant's existing, newly acquired and resulting participation in the target company, including:
1. whether the participation is acquired directly or indirectly; in the case of indirect acquisition, the indication of the person through whom it is acquired;
2. the quantity, type and nominal value of holdings which the applicant intends to acquire;
3. the final share of the applicant in the total capital and voting rights of the target company;
4. information on whether the applicant will take over the target company;
5. Information on whether it will have the right to appoint a member of the managing authority,
6. the amount and method of determining the purchase price, the date of payment of the purchase price of the acquired holding and, if available, an explanation of any difference over the market value;
7. the way in which the purchase price is recorded in the accounts;
8. a description of the valuation methods used and, where the target company is dominated, expert opinions on the valuation of significant holdings, if available,
(f) the decision of the applicant's competent decision-making body to acquire a significant interest and the minutes of that authority's deliberations;
(g) a description of the main terms of the proposed acquisition contract which may have an impact on the prudential situation of the proposed acquirer;
(h) a description of the impact of the acquisition of a significant participation in the performance of the applicant's activities, including impacts on its management and control system, liquidity and large exposures, including risk management and mechanisms to fulfil the obligations relating to measures aimed at preventing the legalisation of the proceeds of crime and terrorist financing;
(i) the financial statements of the target company as well as information on transfers of assets and liabilities for the last 3 financial years or on transfers to be made before the acquisition of a significant holding;
(j) the financial statements of the applicant and other supporting documents showing the financial health of the applicant, including a description of each item, as well as evidence of sufficient volume, transparency of origin and the safety of its financial resources used to acquire a significant holding, including a description of any use of foreign resources, group financing and arrangements for their repayment;
(k) the business plan of the applicant;
(l) the plan for organisational, technical, operational and personnel integration and the timetable for the implementation of the transformation and impact on contracts with other persons, if the target company is to be dominated or exceeded by the prudential impact of the materiality threshold;
(m) a statement by the applicant or other confirmation of the application or notification of the acquisition of a qualifying holding to the competent authority, the date on which the application or notification was submitted and the details of the ownership structure of the target company, if the target company is a financial institution subject to the assessment of the acquisition of the qualifying holding;
(n) a detailed graphic representation of the group, indicating the capital shares and voting rights of the members with controlling interests, where available, as well as the identification of financial institutions and information on the activities carried out by the companies in the group and their geographical scope, if the target company is part of the group;
(o) credit rating of the target company and, where applicable, the total credit rating of the group of which it is part, where available;
(p) a description of the activities carried out by the target company, indicating whether they are subject to regulation or supervision under financial market rules and whether the proposed acquisition is subject to the separate approval of the competent supervisory authority of the target company;
(q) a statement by the applicant or other confirmation that the proposed acquisition has been notified to the consolidating supervisor pursuant to Article 17h (1) of the Banking Act,
(r) confirmation of the submission of an application for a qualifying holding if the target company is a credit institution and is not the supervisory authority of the Czech National Bank;
(s) a description of the impact of the acquisition of a significant shareholding in the ownership and organisational structure of the applicant and the target company as well as the impact on the structure of the group to which the applicant or target company belongs;
(t) statements and related information or documents to demonstrate that the applicant has assessed whether the target company or members of its managing authority have been subject to administrative or criminal penalties in the last 10 years in relation to the legalisation of proceeds from crime, terrorist financing or other financial criminal activities on an individual, consolidated or sub-consolidated basis, where relevant;
(u) a declaration by the applicant or other confirmation that the target company or its managers and members are not subject to restrictive measures provided for by European Union law;
(v) a description of the conduct of the applicant in agreement with other persons, including agreements between the applicant and another member in relation to the target company and a description of the future distribution of the participation in the financing of the proposed acquisition.
Prior consent to merger or division
(K § 17n (3) of the Banking Act)
(1) Details of the details of the application pursuant to Article 17m (1) and (2) of the Banking Act concerning the prior approval of the Czech National Bank for the merger or division of the bank, the financial holding person or the mixed financial holding person approved under Article 27 (1) of the Banking Act are:
(a) an indication of the type of conversion according to whether it is a merger or a division of the bank;
(b) information on the intentions and reasons for the conversion referred to in (a);
(c) a list of persons participating in the conversion, including persons resulting from the transformation; the identity of each person, the evidence of credibility assessment and the indication of whether he is the successor, the deceased or the distributed person;
(d) the conversion project of the Bank under the Act governing the transformation of commercial companies and cooperatives (12), depending on the type of conversion chosen under (a), and at least
1. information on changes to the business plan of the successors and a description of how sufficient capital will be ensured;
2. the timetable for the implementation of the conversion and the plan for organisational, technical and operational integration or the allocation of persons involved in the conversion;
3. a description of the impact of the transformation on the performance of the activities of the successor persons, including impacts on their management and control system, liquidity and large exposures, including risk management and mechanisms to fulfil the obligations relating to measures aimed at preventing the legalisation of the proceeds of crime and terrorist financing;
(e) information on the expected effects of the conversion to the level of the capital of the participating banks on an individual and consolidated basis, expressed by the change in the capital ratios under the directly applicable European Union prudential regulation (1), and information providing for continued compliance with these capital ratios on an individual and consolidated basis after the conversion takes place;
(f) joint reports by the statutory authorities or reports by the statutory authorities of the participating banks on the conversion and, where appropriate, acceptance of waiving their processing;
(g) if there is no merger of the bank with its sole shareholder, an expert report or reports, including the expert's opinion on the elements of the conversion project, or if necessary the agreement to waive or process it;
(h) the expert's opinion on the elements of the conversion project, unless the expert report referred to in (g) is drawn up;
(i) the final accounts of the parties involved and the opening balance sheet of the acquiring or transferring bank and the auditor's report on their verification or interim accounts and the auditor's report on their verification;
(j) a list of the managers of the participating or successor bank and an indication of their changes as a result of the conversion and, for each of the heads of the acquiring bank, a CV containing information on education and professional experience;
(k) details of persons with close links, where, as a result of the transformation, close links are established between those persons;
(l) identification of persons who, as a result of the conversion, acquire or possess a qualifying holding in the acquiring bank and indicate the amount of the share of the capital or voting rights or other form of application of a significant influence on its management;
(m) the financial statements of the parties concerned and other evidence to demonstrate the financial health of the acquiring bank, including a description of the items, as well as evidence of sufficient volume, transparency of origin and the safety of their financial resources in relation to the activities which the acquiring bank intends to carry out after the merger or division, if they are not already included in the documents referred to in (i).
(2) In the event of the separation of the bank by segregation and only part of its assets is transferred to new or existing legal persons, the information referred to in paragraph 1 relating to the successor shall also be submitted as a divisive person in relation to the part of the bank which has not ceased to be split by segregation.
(3) In the event of a change of supervisory authority on an individual or consolidated basis or a deposit claim insurance scheme as a result of the conversion, the application shall also include:
(a) information on the competent supervisory authority; and
(b) a description of the deposit claims insurance scheme and its changes compared with the original scheme.
Prior approval of the decision of the General Meeting to reduce the Bank's capital
(K § 16 (7) of the Banking Act)
The details of the application for prior approval to the decision of the General Meeting on the reduction of the Bank's capital pursuant to § 16 (1) (d) of the Banking Act are:
(a) information on the reasons for the reduction of the bank's capital;
(b) information on the expected effects of a reduction in the bank's capital on the Bank's ability to comply with the rules under the Bank Act and the directly applicable European Union regulation governing prudential requirements (5); and
(c) information corresponding to at least the information required for the resolution of the General Meeting on the reduction of the capital of a public limited company under the Commercial Corporation Act (6).
Prior approval to terminate the Bank
(K § 16 (7) of the Banking Act)
The details of the details of the application for prior approval pursuant to Section 16 (1) (e) of the Banking Act for the decision of the General Meeting that the bank will no longer carry out the business for which the bank licence is required are:
(a) the reasons for the intention of the decision of the general meeting of the bank, according to which the current bank will no longer carry out the activity for which a bank licence is required;
(b) details of the set of cases, rights and obligations kept in the bank's accounts; and
(c) a description of the envisaged way of settling the bank's claims and debts, indicating the expected settlement time with regard to the liquidity of the bank's assets.
Contents
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Regulation Information
| Citation | Decree No. 355 / 2020 Coll., on Applications and Certain Information pursuant to the Bank Act and the Act on Savings and Credit Cooperatives |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 28.08.2020 |
|---|---|
| Effective from | 01.10.2020 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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