Considerations on COM(2021)724 - Amendment of certain Directives as regards the establishment and functioning of the European single access point

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dossier COM(2021)724 - Amendment of certain Directives as regards the establishment and functioning of the European single access point.
document COM(2021)724 EN
date December 13, 2023
 
(1) In the Capital Markets Union (CMU) Action Plan 15 , the Commission proposed to improve public access to entities’ financial and non-financial information by building a European Single Access Point (ESAP). The Commission Digital Finance Strategy 16 set out general lines on how Europe can support the digital transformation of finance in the coming years, and in particular, to promote a data-driven finance. In the Strategy for Financing the Transition to a Sustainable Economy 17 , the Commission placed sustainable finance at the heart of the financial system as a key means to achieve the green transition of the EU economy, as part of the Green Deal 18 . 

(2) ESAP is to be established in accordance with Regulation (EU) XXX/XXX of the European Parliament and of the Council [ESAP Regulation] 19 in order to enable an easy access to data for decision makers in the economy and society to make sound decisions that serve the efficient functioning of the market. Rolling out common European data spaces in crucial sectors, including the financial sector, would serve that purpose. The financial world is expected to undergo a digital transformation in the coming years, and the Union should support this, in particular by promoting data-driven finance. Furthermore, putting sustainable finance at the heart of the financial system is a key means to achieving a green transition of the Union economy. For the green transition to succeed through sustainable finance, it is essential that information related to the sustainability of businesses is easily accessible to investors so that they are better informed when making decisions about investments. For those purposes, public access to financial and non-financial information on natural or legal persons required to make information public, or submitting financial and sustainability-related information about their economic activities to a collection body on a voluntary basis (‘entities’) needs to be improved. An efficient means to do so at Union level is to establish a centralised platform, ESAP, giving electronic access to all relevant information. 

(3) ESAP should provide the public with an easy centralised access to information about entities and their products in relation to financial services, capital markets and sustainability that authorities and entities are required to publish in accordance with a number of Directives in that field. In any case, any entity may submit information about its economic activities of relevance to financial services, or to capital markets or concerning sustainability to a collection body with a view to making that information accessible on ESAP in accordance with Article 3 of Regulation (EU) XXX/XXX [ESAP Regulation]. 

(4) A number of Directives in the field of financial services, capital markets and sustainability should be amended in order to enable the functioning of ESAP. To allow for a sound and efficient functioning of ESAP in a proportionate manner, the scaling-up of the collection and submission of the information would need to be gradual.

(5) For the functioning of ESAP, collection bodies should be designated to collect from the entity the information in relation to financial services capital markets and sustainability. In the absence of a collection body already established under Union law, Member States shall designate one of the Officially Appointed Mechanism established under Directive 2004/109/EC of the European Parliament and of the Council 20  to collect and store the information, and notify the European Securities and Markets Authority (ESMA) accordingly. That Officially Appointed Mechanism should act as a collection body as defined in Article 2, point (2) of Regulation (EU) XXXX/XXX [ESAP Regulation] and should carry out the specific tasks set out in that Regulation. Where a European Supervisory Authority or a competent authority is required under Union law to draw-up and publish on its website information on the entities and their financial products in relation to financial services, capital markets and sustainability, that authority should act as a collection body as defined Article 2, point (2) of Regulation (EU) XXXX/XXX [ESAP Regulation]. That authority should publish the information in a data extractable format, include the names and, where available, the legal entity identifier of the entity, and specify the type of information.

(6) To ensure that ESAP provides timely access to information that is relevant for financial services, capital markets and sustainability as set out in Regulation (EU) XXXX/XXX [ESAP Regulation], entities should submit their information to a collection body at the same time as they make that information public.

(7) In order for the information to be digitally usable, the entities should submit to the collection bodies the information in a data extractable format or, where required under Union law, in a machine-readable format. The entities should also accompany the information they submit to the collection bodies with the metadata requested by those collection bodies. The Commission should be empowered to adopt implementing technical standards developed by the relevant European Supervisory Authority specifying the metadata for each piece of information, the data structuring of the information, and the information for which the machine-readable format is required and which machine-readable format is to be used in that case.

(8) Entities should be held responsible for the information they submit to the collection bodies. Ensuring data integrity and credibility of the source would enable to protect the entities from undue alteration of their information, and build public trust in ESAP. To that purpose, documents submitted by entities to the collection bodies should be accompanied by a qualified electronic seal included by the reporting entity on the information submitted to the collection bodies where such seal is required, in accordance with the specifications set out in Regulation (EU) XXXX/XXX [ESAP Regulation].

(9) The European Data Protection Supervisor was consulted in accordance with Article 42(1) of Regulation (EU) 2018/1725 21 and delivered an opinion on [insert date] 22 .

(10) Since the objective of this Directive, namely to harmonise the disclosure requirements for the public information that should be accessible through ESAP, cannot be sufficiently achieved by the Member States and can therefore, by reason its scale or effects, be better achieved at Union level, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary in order to achieve that objective.

(11) The following Directives should therefore be amended accordingly.

–Directive 2002/87/EC on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate 23 ;

–Directive 2004/25/EC on takeover bids 24  ;

–Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market 25  ;

–Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts 26 ;

–Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies 27 ;

–Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) 28 ;

–Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) 29 ; 

–Directive 2011/61/EU on Alternative Investment Fund Managers 30 ;

–Directive 2013/34/EU on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings 31 ;

–Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms 32 ;

–Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms 33 ;

–Directive 2014/65/EU on markets in financial instruments 34 ;

–Directive (EU) 2016/97 on insurance distribution 35 ;

–Directive (EU) 2016/2341 on the activities and supervision of institutions for occupational retirement provision (IORPs) 36 ;

–Directive (EU) 2019/2034 on the prudential supervision of investment firms 37 ;

–Directive (EU) 2019/2162 on the issue of covered bonds and covered bond public supervision 38  .