The European Supervisory Authorities Joint Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the banking, insurance and securities sectors (the Joint Guidelines) will be changing the way in which the Dutch Central Bank (De Nederlandsche Bank, DNB) handles applications for a declaration of no objection (verklaring van geen bezwaar, DNO).
On 30 April 2019, DNB announced that changes will be taking place with regard to:
- The assessment of the reputation of any person proposing to acquire a qualifying holding: as of 1 July 2019, DNB will conduct a reputation assessment if a natural person acquires or increases a qualifying holding in a financial enterprise which requires DNB to issue a DNO. DNB will also assess the reputation of the daily policymakers of legal entities requesting a DNO. When assessing someone’s reputation, DNB will evaluate a natural person’s integrity (which is currently already the case) and now also professional competence. Professional competence comprises management competence and technical competence. According to DNB, management competence largely depends on experience in acquiring and managing holdings, and the careful consideration observed in the process. Technical competence is mostly evident through experience in leading a financial enterprise as a majority shareholder or as someone who has effectively managed a financial enterprise.
- DNOs for group companies: when granting DNOs for group companies, DNB will now review all group companies included in the ownership chain. Changes to the chain must be notified to DNB well in advance, as such changes are likely to trigger the need for a DNO application.
- The calculation method for indirect qualifying holdings: DNB applies the calculation method applicable to indirect qualifying holdings as set out in the Joint Guidelines. In short, this means that DNB will first apply the control criterion (as described in paragraph 6.3 of the Joint Guidelines) and if it is ascertained that the relevant person does not exert or acquire, directly or indirectly, control over an existing holder or an acquirer of a qualifying holding in a relevant financial undertaking, the multiplication criterion (as described in paragraph 6.6 of the Joint Guidelines) should be subsequently applied in respect of that person.
View DNB’s press release (Dutch only), 30 April 2019.
View the Joint Guidelines.