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Article 91 is replaced by the following: ‘Article 91 Management body and suitability assessment 1. Institutions, and financial holding companies and mixed financial holding companies that have been granted approval in accordance with Article 21a(1) (“the entities”), shall have the primary responsibility for ensuring that members of the management body are at all times of sufficiently good repute, act with honesty, integrity and independence of mind and possess sufficient knowledge, skills and experience to perform their duties and fulfil the criteria and requirements set out in paragraphs 2 to 6 of this Article, except as regards temporary administrators appointed by competent authorities under Article 29(1) of Directive 2014/59/EU and special managers appointed by resolution authorities under Article 35(1) of that Directive. The absence of a criminal conviction or of ongoing prosecutions for a criminal offence shall not in itself be sufficient to fulfil the requirement to be of good repute and act with honesty and integrity. 1a. The entities shall ensure that members of the management body fulfil at all times the criteria and requirements set out in paragraphs 2 to 6 and shall assess the suitability of members of the management body taking into account supervisory expectations, before they take up their position and periodically, as laid down in applicable laws and regulations, guidelines and internal suitability policies. However, where the majority of the members of the management body is to be replaced at the same time by newly appointed members and the application of the first subparagraph would lead to a situation where the suitability assessment of the incoming members would be carried out by the outgoing members, Member States may allow the assessment to take place after the newly appointed members have taken up their position. When submitting the application to the competent authority, in accordance with paragraph 1f, the entity shall also confirm the existence of those conditions. 1b. Where the entities conclude, based on the internal suitability assessment referred to in paragraph 1a, that the member or the prospective member concerned does not fulfil the criteria and requirements set out in paragraph 1, the entities shall: 1c. The entities shall ensure that information about the suitability of the members of the management body remains up-to-date. The entities shall, upon request, provide that information to the competent authority through means determined by the competent authority. 1d. Member States shall at least ensure that for the following entities, the competent authority receives a suitability application without undue delay, and as soon as there is a clear intention to appoint a member of the management body in its management function or the chair of the management body in its supervisory function, and, in any event, at the latest 30 working days before the prospective members take up their position: 1e. The suitability application referred to in paragraph 1d shall be accompanied by: The entities shall provide the suitability application and the accompanying documents to the competent authority through means determined by the competent authority. Where a competent authority does not have sufficient information to conduct the suitability assessment based on the items listed in the first subparagraph of this paragraph, it may require that the prospective member does not take up the position before the required information has been provided, unless the competent authority is satisfied that it is not possible for such information to be provided. Where the competent authority has concerns as to whether the prospective member fulfils the criteria and requirements set out in paragraphs 2 to 6 of this Article, it shall engage in an enhanced dialogue with the institution to address the identified concerns with a view to ensuring that the prospective member is or becomes suitable when taking up the position. EBA shall issue guidelines, in accordance with Article 16 of Regulation (EU) No 1093/2010, to specify how the enhanced dialogue to address suitability concerns is to be carried out. 1f. Member States shall ensure that competent authorities assess whether the members of the management body fulfil at all times the criteria and requirements set out in paragraphs 2 to 6. The entities shall provide the suitability application and other information necessary for assessing the suitability of members of their management body to the competent authority through means determined by the competent authority. Competent authorities may request additional information or documentation, including interviews or hearings. 1g. The competent authorities shall, in particular, verify whether the criteria and requirements set out in paragraphs 2 to 6 of this Article are still fulfilled where there are reasonable grounds to suspect that money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that there is an increased risk thereof, in connection with the entity. 1h. Where members of the management body do not at all times fulfil the criteria and requirements set out in paragraphs 2 to 6, Member States shall ensure that competent authorities have the necessary powers to: As soon as any new facts or other circumstances that could affect the suitability of the members of the management body become known, the entities shall reassess the suitability of those members and shall inform without undue delay the competent authority thereof. Where the competent authority becomes aware that the relevant information concerning the suitability of the members of the management body has changed and such change could affect the suitability of the members concerned, the competent authority shall reassess their suitability. Competent authorities shall not be required to reassess the suitability of the members of the management body when their mandate is renewed unless relevant information that is known to competent authorities has changed and such change could affect the suitability of the member concerned. 1i. Competent authorities may request the authority responsible for the supervision of anti-money laundering or counter-terrorist financing in accordance with Directive (EU) 2015/849 to consult, in the context of their verifications, and on a risk-sensitive basis, the relevant information concerning the members of the management body. Competent authorities may also request access to the central AML/CFT database referred to in Regulation (EU) 2024/1620 of the European Parliament and of the Council (*19). The Authority for Anti-Money Laundering and Countering the Financing of Terrorism established by that Regulation (the “Authority for Anti-Money Laundering and Countering the Financing of Terrorism”) shall decide whether to grant such access. 1j. At least with respect to the appointment of members of the management body for a position in the entities referred to in paragraph 1d, competent authorities shall duly consider setting a maximum period for concluding the suitability assessment. That maximum period may be extended, where appropriate. 2. Each member of the management body shall commit sufficient time to performing that member’s functions in the entities. 2a. Each member of the management body shall be of good repute, act with honesty, integrity and independence of mind to effectively assess and challenge the decisions of the management body where necessary and to effectively oversee and monitor management decision-making. Being a member of the management body of a credit institution permanently affiliated to a central body shall not in itself constitute an obstacle for acting with independence of mind. 2b. The management body shall possess adequate collective knowledge, skills and experience to be able to understand the entity’s activities, as well as the associated risks it is exposed to, and the impacts it creates in the short, medium and long term, taking into account ESG factors. The overall composition of the management body shall be sufficiently diversified to reflect an adequately broad range of experience. 3. The number of directorships which a member of the management body may hold simultaneously shall take into account individual circumstances and the nature, scale and complexity of the entity’s activities. Unless where members of the management body represent the interests of a Member State, members of the management body of an entity that is significant in terms of its size, internal organisation and the nature, scope and complexity of its activities shall, from 1 July 2014, not hold more than one of the following combinations of directorships simultaneously: 4. For the purposes of paragraph 3, the following shall count as a single directorship: For the purposes of the first subparagraph, point (a), of this paragraph, a group shall mean a group of undertakings that are related to each other as described in Article 22 of Directive 2013/34/EU or a group of undertakings that are subsidiaries of the same financial holding company or mixed financial holding company. 5. Directorships in organisations which do not pursue predominantly commercial objectives shall not count for the purposes of paragraph 3. 6. Competent authorities may authorise members of the management body to hold one additional non-executive directorship. 7. Entities shall devote adequate human and financial resources to the induction and training of members of the management body, including on ESG risks and impacts and on ICT risk as defined in Article 4(1), point (52c), of Regulation (EU) No 575/2013. 8. Member States or competent authorities shall require entities and their respective nomination committees, where established, to engage a broad set of qualities and competences when recruiting members and to proportionally promote diversity and gender balance in the management body. For that purpose, entities shall put in place a policy promoting diversity in the management body. 9. Competent authorities shall collect the information disclosed in accordance with Article 435(2), point (c), of Regulation (EU) No 575/2013 and shall use that information to benchmark diversity practices. Competent authorities shall provide EBA with that information. EBA shall use that information to benchmark diversity practices at Union level. 10. For the purposes of this Article and Article 91a, EBA shall develop draft regulatory technical standards for the entities listed in paragraph 1d of this Article to further specify the minimum content of the suitability questionnaire, curricula vitae and the internal suitability assessment to be submitted to the competent authorities for conducting the suitability assessment referred to in paragraph 1f of this Article and in Article 91a(5). Member States shall ensure that appropriate standards are developed for entities other than those referred to in paragraph 1d of this Article. EBA shall submit the draft regulatory technical standards referred to in the first subparagraph to the Commission by 10 July 2026. Power is delegated to the Commission to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Article 10 to 14 of Regulation (EU) No 1093/2010. 11. By 10 July 2026, EBA shall issue guidelines, in accordance with Article 16 of Regulation (EU) No 1093/2010, on the following: For the purposes of the first subparagraph, point (f), EBA shall closely cooperate with ESMA and with the Authority for Anti-Money Laundering and Countering the Financing of Terrorism. 12. By 31 December 2029, EBA, in close cooperation with the ECB, shall review and report on the application of paragraphs 1d to 1j and on their effectiveness in ensuring that the “fit-and-proper” framework is fit for purpose, taking into account the principle of proportionality. EBA shall submit that report to the European Parliament and to the Council. On the basis of that report, the Commission shall submit a legislative proposal, if appropriate. 13. This Article and Article 91a shall be without prejudice to provisions of the Member States on the representation of employees in the management body. 14. This Article and Article 91a shall be without prejudice to provisions of the Member States on the appointment of members of the management body in its supervisory function by regional or local elected bodies or on appointments where the management body does not have any competence in the process of selecting and appointing its members. In those cases, appropriate safeguards shall be put in place to ensure the suitability of those members of the management body. (*19) Regulation (EU) 2024/1620 of the European Parliament and of the Council of 31 May 2024 establishing the Authority for Anti-Money Laundering and Countering the Financing of Terrorism and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010 (OJ L, 2024/1620, 19.6.2024, ELI: http://data.europa.eu/eli/reg/2024/1620/oj).’;" ensure that the prospective member concerned does not take up the position under consideration where that assessment is completed before the prospective member takes up that position; remove such a member from the management body, in a timely manner; or take the additional measures, in a timely manner, necessary to ensure that such a member is or becomes suitable for the position concerned. EU parent institutions that qualify as large institutions; parent institutions in a Member State that qualify as large institutions, except where they are affiliated to a central body; central bodies that qualify as large institutions or that supervise large institutions affiliated to them; stand-alone institutions in the Union that qualify as large institutions; large subsidiaries, as defined in Article 4(1), point (147), of Regulation (EU) No 575/2013; parent financial holding companies in a Member State, parent mixed financial holding companies in a Member State, EU parent financial holding companies and EU parent mixed financial holding companies, having large institutions within their group, except those falling under Article 21a(4) of this Directive. a suitability questionnaire and a curriculum vitae; the internal suitability assessment referred to in paragraph 1a, unless the second subparagraph of that paragraph applies; criminal records, as soon as they become available; any other documents required under national law, as soon as they become available; any other documents listed by the competent authority, as soon as they become available; and an indication of the date of appointment and the date on which the duties will be effectively taken up. in the case of ex ante assessment, prevent such members from being part of, or remove them from, the management body; in the case of ex post assessment, remove such members from the management body; or require the entities concerned to take additional measures necessary to ensure that such members are or become suitable for the position concerned. one executive directorship with two non-executive directorships; four non-executive directorships. executive or non-executive directorships held within the same group; executive or non-executive directorships held within either of the following: entities which are members of the same institutional protection scheme provided that the conditions set out in Article 113(7) of Regulation (EU) No 575/2013 are fulfilled or entities where the same institutional protection scheme holds a qualifying holding; undertakings, including non-financial entities, in which the entity holds a qualifying holding. the notion of a sufficient time commitment of a member of the management body to perform his or her functions, by reference to the individual circumstances and the nature, scale and complexity of the activities of the entity; the notions of good repute, honesty, integrity and independence of mind of a member of the management body as referred to in paragraph 2a; the notion of adequate collective knowledge, skills and experience of the management body as referred to in paragraph 2b; the notion of adequate human and financial resources devoted to the induction and training of members of the management body as referred to in paragraph 7; the notion of diversity to be taken into account for the selection of members of the management body as referred to in paragraph 8; the criteria to determine whether there are reasonable grounds to suspect that money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that there is an increased risk thereof, in connection with the entity.

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Source: EUR-Lex CELLAR · retrieved 2026-09-04 · Text as adopted (Official Journal); later amendments are not incorporated in this text.