Updated 05/02/2025
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SECR ToolDelegated Regulation 2019/885
Article 2

Article 2 - Delegated Regulation 2019/885

Article 2

Composition of the management body and the organisational structure

1.   The application referred to in Article 1 shall include the third party's internal governance policies and the terms of procedure which govern its management body, its independent directors and, where established, the committees or substructures of its management bodies.

2.   The application referred to in Article 1 shall identify the members of the management body, including independent directors, and, where applicable, the members of committees or other substructures set-up within that management body. For each member of the management body, including its independent directors, the application shall describe the position held within the management body, the responsibilities allocated to that position and the time that will be devoted to fulfil those responsibilities.

3.   The application referred to in Article 1 shall contain a chart detailing the organisational structure of the third party, which clearly identifies the roles of each member of the management body of that third party. Where the third party provides or intends to provide other services than STS compliance services, the organisational chart shall detail the identity and responsibility of the members of the management body in respect of those services.

4.   The application referred to in Article 1 shall contain the following information in respect of each member of the management body:

(a)

a copy of each member's curriculum vitae, including:

(i)

an overview of the member's relevant education;

(ii)

the member's complete employment history with relevant dates, positions held and a description of the positions occupied;

(iii)

any professional qualification held by the member, together with the date of acquisition and, where applicable, the status of any membership in a relevant professional body;

(b)

details of any criminal convictions, in particular in the form of an official criminal record certificate;

(c)

a declaration signed by the member, stating whether he or she:

(i)

has been subject to an adverse decision in any proceedings of a disciplinary nature brought by a regulatory authority, government body, agency or professional body;

(ii)

has been subject to an adverse judicial finding in civil proceedings before a court, including for impropriety or fraud in the management of a business;

(iii)

has been part of the management body (board or senior management) of an undertaking whose registration or authorisation was withdrawn by a regulatory authority, government body, or agency;

(iv)

has been refused the right to perform activities which require registration or authorisation by a regulatory authority, government body, agency, or professional body;

(v)

has been a member of the management body of an undertaking that has gone into insolvency or liquidation, either while he or she was part of that undertaking's management body or within a year of him or her ceasing to be a member of that management body;

(vi)

has been a member of the management body of an undertaking which has been subject to an adverse decision or penalty by a regulatory authority, government body, agency, or professional body;

(vii)

as a consequence of misconduct or malpractice, has been disqualified from acting as a director, disqualified from acting in any managerial capacity, or dismissed from employment or other appointment in an undertaking;

(viii)

has been otherwise fined, suspended, disqualified, or been subject to any other sanction, including in relation to fraud or embezzlement, by a regulatory authority, government body, agency, or professional body;

(ix)

is subject to any current investigation, or pending judicial, administrative, disciplinary or other proceedings, including relation to fraud or embezzlement by a regulatory authority, government body, agency, or professional body;

(d)

a signed declaration of any potential conflict of interest that the member may have in performing his or her duties and how those conflicts will be managed, including an inventory of any positions held in other undertakings;

(e)

where not already included in point (a), a description of the member's knowledge of and experience in the tasks relevant for the third party's provision of STS compliance services, and in particular, knowledge of and experience in different types of securitisation or securitisations of different underlying exposures.

5.   The application referred to in Article 1 shall contain the following, in respect of each independent director:

(a)

evidence of the director's independence within the management body;

(b)

disclosures of any past or present business, employment or other relationship that creates or might create a potential conflict of interest;

(c)

disclosures of any business, family or other relationship with the third party, its controlling shareholder or the management of either, that creates or might create a conflict of interest.