The European Central Bank (ECB) sent out for public consultation last September two sets of guidelines for assessing license applications from credit institutions and fintech banks, within the framework of their authority to award, extend and revoke banking licenses in the eurozone.

Credit institutions generally

The first set of guidelines covers the processes and requirements for assessing license applications from credit entities wishing to operate in the eurozone.

As well as complying with supervisory capital requirements and having an appropriate risk system, the guide highlights that institutions must have a sound governance system.

Specifically, it states that, of the areas that the supervisor considers in the assessment, particular attention will be paid to how the governing body works and how the institutions’ shareholders are handled. This chimes with the ECB’s own statement when it published the Guide for assessing suitability, as discussed in Progreso 11.

Regarding the suitability of the governing body, all its members should be vetted to confirm that they meet the “fit and proper” requirements. The vetting process may vary depending on the systemic importance and risk profile of the applicant institution (proportionality principle), but it will follow some common lines:

• The suitability of the members of the governing body, or of the candidates for these posts, will be assessed, whether the institution is significant or not.

• If an institution applies to extend its license, on the whole the members who are already on the governing body do not need to be reassessed, only those who take a seat on the body as a consequence of this extension.

Nevertheless, if the extension represents a relevant change in the entity’s business model or of the products or services it offers, the governing body as a whole may be assessed.

Furthermore, if new events come to light during the vetting process that might have a negative effect on the suitability of the members of this body, the competent national authority, in conjunction with the ECB, may consider whether to carry out a separate and complete fit and proper assessment.

Likewise, the suitability of those institutional shareholders owning more than 10% of its shares or voting rights, or exercising significant influence, will be assessed. The criteria used for this will be their reputation, their financial soundness and the lack of suspicion of money laundering or terrorist financing.

If there are many small shareholders and their stakes are not significant in any way, only the 20 largest shareholders will be assessed. If there are fewer than 20 shareholders, they will all be assessed.

Fintech entities

The other set of guidelines sent out for public consultation covers fintech credit institutions and subsidiaries of credit institutions that are applying a business model in which the production and provision of banking services is based on technology-enabled innovation (fintech), whether they are existing credit institutions that have adapted to integrate technological innovations or fintech entities new to market that are adopting these innovations to compete with well-established institutions.

The guide refers again to the duty of these entities to have a good internal governance system. To ensure this, during the process of analyzing the license application, the ECB and the relevant national authorities will assess, among other areas, the suitability of the governing body’s members; specifically, whether they possess the knowledge base, skills, theoretical and practical experience (especially in the banking or finance sector and in technology) in sufficient degree to be able to perform their duties, and also whether the company has considered including an IT officer on the governing body.

They will also assess whether the shareholders* are suitable: their reputation, their investment track record, their experience in portfolio management and whether the corporate governance structure is appropriate (for example, whether there are any non-executive board members). The assessment will also investigate their financial soundness against the funding needs of the fintech, and the financial support they plan to give the entity during the license application, if needed.

The supervisory bodies will assess fintech companies’ internal governance structure, probing into whether the governing body has accurate and appropriate information to be able to reach an informed view about issues requiring decisions, and whether they have set up specific internal monitoring procedures against potential risks (in particular: technology-based risks: cybercrime and outsourcing risks) and systems to ensure business continuity and sustainability.