Updated 03/01/2026
Coming into force on 19/01/2026

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EuGBR ToolDelegated Regulation 2025/2180
Article 1

Article 1 - Delegated Regulation 2025/2180

Article 1

Criteria to determine sufficiently good repute of senior management and the members of the board of an applicant external reviewer

1.   For the purposes of Article 23(2), point (a)(i), of Regulation (EU) 2023/2631, the good repute of the senior management and the members of the board of an applicant external reviewer shall be considered sufficient where the prior activities, relative to the field of sound and prudent management, of those persons demonstrate that they are able to carry out their functions with honesty and integrity.

2.   For the purposes of paragraph 1, ESMA shall take into account the following information:

(a)

proof of the absence of criminal records relating to money laundering, terrorist financing, provision of financial services or data services, acts of fraud or embezzlement, notably through an official certificate, or, where such a certificate is not available in the relevant Member State, a self-declaration of good repute and the authorisation to ESMA to request such information from the relevant authorities on whether that member has been convicted of a criminal offence in connection with money laundering, terrorist financing, the provision of financial services or data services or in relation to acts of fraud or embezzlement;

(b)

a self-declaration from each of the members of the senior management and of the board of whether that member:

(i)

where proof of the absence of criminal records is not available, has been convicted of any criminal offence;

(ii)

has been subject to an adverse decision in any proceedings of a disciplinary nature in connection with the provision of financial or sustainability-related services brought by a regulatory authority or government body;

(iii)

has been subject to an adverse judicial finding in civil proceedings before a court in connection with the provision of financial or sustainability-related services, or for impropriety or fraud in the management of a legal entity;

(iv)

has been part of the senior management or the board of an undertaking which was subject to an adverse decision or penalty by a regulatory authority or whose registration or authorisation was withdrawn by a regulatory authority;

(v)

has been refused the right to carry out activities which require registration or authorisation by a regulatory authority;

(vi)

has been subject to a fitness and propriety assessment by a regulatory body that has resulted in a negative decision, or a positive assessment subject to specific conditions;

(vii)

has been part of the senior management or board of an undertaking which has gone into insolvency, liquidation or administration while the person was employed by the undertaking or within a year of the person ceasing to be employed by the undertaking;

(viii)

has been fined, suspended, disqualified, or been subject to any other sanction by a professional body related to financial or commercial activities;

(ix)

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

(x)

has or has had any relationships, positions or involvement that could, directly or indirectly, affect the interests of an external reviewer and the integrity of its assessment activities;

(c)

the applicant external reviewer shall ensure that only persons responsible for the application have access to the information referred to in paragraph 2, point (a).. That information shall be stored separately from other information regarding the senior management and the members of the board of an external reviewer. Access to that information shall be recorded. That information shall not be stored where it concerns candidate members of the senior management and the members of the board of an applicant external reviewer that have not been appointed;

(d)

ESMA shall ensure that only persons responsible for the assessment of the suitability of the senior management and the members of the board of an applicant external reviewer have access to the information referred to in paragraph 2, point (a). That information shall be stored separately from other information regarding the senior management and the members of the board of an external reviewer. Access to that information shall be recorded. That information shall not be stored where it concerns candidate members of the senior management and the members of the board of an applicant external reviewer that have not been appointed;

(e)

personal data relating to the good repute of senior management and members of the board of an external reviewer shall be kept by external reviewers and ESMA for as long as it is necessary for the assessment of the initial registration and the ongoing supervision, as applicable and no longer than five years after that member has ceased to perform its function or in the event of the withdrawal of the registration of the external reviewer concerned.