Capital Markets & Financial Regulation News – September 2016-Draft Law amending law 4099/2012 and other provisions
The draft law “amending law 4099/2012 and
other provisions” has been submitted to the
Greek Parliament1 aiming at the
transposition of Directive 2014/91/EU
(known as “UCITS V”) and, in turn, the
modification of law 4099/2012 on
Undertakings for Collective Investment in
Transferable Securities (UCITS). Additionally,
important national provisions have been
introduced by the same draft law, such as
the regulation of equity- crowdfunding and
modifications to the regime of bond loans
issuance.
A) Transposition of Directive 2014/91/EU
(UCITS V) as regards depositary functions,
remuneration policies and sanctions –
Amendments to law 4099/2012.
Part A of the draft law (hereinafter “the DL”) is dedicated to
the transposition of Directive 2014/91/EU “amending
Directive 2009/65/EC on the coordination of laws,
regulations and administrative provisions relating to
undertakings for collective investment in transferable
securities (UCITS) as regards depositary functions,
remuneration policies and sanctions” (hereinafter “UCITS
V”). The amended Directive 2009/65/EC was introduced in
the Greek legal order by virtue of law 4099/2012, which is,
thus, amended accordingly.
Similar to UCITS V, the DL takes into account market
developments in order to further specify the regulatory
requirements relating to the tasks and duties of the UCITS
depositaries, remuneration policies, as well as the
1 http://www.hellenicparliament.gr/Nomothetiko-Ergo/Anazitisi-
Nomothetikou-Ergou?law_id=846b15c9-fb07-4fec-8d62-a64900ed110a
competence of the Hellenic Capital Markets Commission
(HCMC) to impose sanctions in case of infringements.
The main provisions of the said DL, according to its
Preamble, are the following:
a) Management Companies (ManCos) have to establish
and apply remuneration policies and practices which
are consistent with sound and effective risk
management. Such remuneration policies and
practices apply to those categories of staff, whose
professional activities have a material impact on the
risk profiles of the ManCos or the UCITS that they
manage. The DL introduces the relevant principle
underlying such policies and practices by inserting new
articles to law 4099/2012. To be noted already that,
even though the remuneration policies and practices
shall include fixed as well as variable components of
salaries and discretionary pension benefits, guaranteed
variable remuneration should be exceptional and
limited to the first year of engagement.
b) Additional rules are adopted laying down the tasks and
duties of depositaries, designating the legal entities that
may be appointed as depositaries and clarifying the
liability of depositaries in the event that the assets of
the UCITS are lost in custody or in the case of
depositaries’ improper performance of their oversight
duties.
c) The HCMC is delegated the authority to require
existing recordings of telephone conversations,
electronic communications and data traffic records held
by UCITS, their ManCos or depositaries, as well as to
impose sanctions in case of infringements. The DL also
encourages the reporting of potential or actual
infringements, by providing –inter alia- for the
protection of those employees who report infringement
by the part of UCITS, ManCos and depositaries.
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