Answers to the European Commission on the ... - Eiopa - Europa

undertaking (including <strong>the</strong>ir achievement);
• <strong>the</strong> shareholder should have integrity and reliability ('proper
test'); and
• <strong>the</strong> group structure should be transparent <strong>to</strong> allow appropriate
supervision according <strong>to</strong> Article 6 (2) of <strong>the</strong> Recast Life
Directive.
CEIOPS discussions would suggest that Article 15 of <strong>the</strong> Recast Life
Directive has not been used in an inappropriate way so as <strong>to</strong> act as an
unjustified obstacle <strong>to</strong> cross-border mergers and acquisitions. CEIOPS
does <strong>the</strong>refore not believe that problems have arisen from <strong>the</strong> current
wording or transposition of Article 15, but believes that CEIOPS’
proposals <strong>to</strong> harmonise <strong>the</strong> assessment of fitness and propriety will
assist in addressing any possible perceptions that Article 15 can be
abused.
16.46 Additional criteria <strong>to</strong> consider when assessing suitability:
• <strong>the</strong> target undertaking; i.e. <strong>the</strong> complexity of its business, its
financial position, <strong>the</strong> size of <strong>the</strong> undertaking in relation <strong>to</strong> <strong>the</strong>
acquirer’s financial strength; and
• <strong>the</strong> possible emergence of conflicts of interest in an undertaking
arising from possible competing interests between acquirers of
qualifying holdings and <strong>the</strong> targeted undertaking.
16.47 CEIOPS believes that a more harmonised approach <strong>to</strong> 'fit and proper
criteria' within <strong>the</strong> authorisation process would minimise <strong>the</strong> need for
separate 'fit and proper' control within <strong>the</strong> assessment of 'sound and
prudent management'.
16.48 If compliance with <strong>the</strong> fit and proper criteria is examined across <strong>the</strong>
EU on <strong>the</strong> basis of common criteria, this may render a separate test of
<strong>the</strong> fit and proper criteria as part of <strong>the</strong> assessment of sound and
prudent management unnecessary. Never<strong>the</strong>less, an effective
exchange of information between supervisors is required. The check
could only be omitted if this exchange has been done. If <strong>the</strong> key
functionaries under assessment are corporate institutions regulated in
o<strong>the</strong>r Member States than <strong>the</strong> insurance undertaking, supervisors
should seek confirmation from <strong>the</strong> relevant supervisor that <strong>the</strong>
institution is of good standing in that Member State.
16.49 If an individual has been working outside <strong>the</strong> insurance sec<strong>to</strong>r but
within ano<strong>the</strong>r regulated financial services sec<strong>to</strong>r in ano<strong>the</strong>r Member
State, it may also be necessary <strong>to</strong> exchange information with <strong>the</strong>
supervisor in that o<strong>the</strong>r sec<strong>to</strong>r ei<strong>the</strong>r directly or via <strong>the</strong> insurance
supervisor for that Member State.
16.50 CEIOPS is of <strong>the</strong> opinion that it is desirable that <strong>the</strong> same set of sound
and prudent management and fit and proper criteria are applied in
different financial sec<strong>to</strong>rs. The necessary specific technical knowledge
192