• All members of management and supervisory bodies of the entities subject to Banco de Portugal's supervision, irrespective of the governance structure adopted (1);
• Managers of branches of credit institutions having their head office in Portugal and established in European Union Member States (2);
• Managers of branches of credit institutions having their head office in Portugal and established in third countries (3);
• Managers of branches or representative offices located in Portugal of credit institutions that are not authorised in other European Union Member States (4);

The authorisation process to exercise functions and its subsequent special registration procedure apply to all members of management body, including non-executive members and to the alternates of members of management and supervisory bodies.

Although the Chair and Secretary of the supervised institutions' shareholders’ meeting are not subject to the authorisation and assessment process, they must be registered with Banco de Portugal's special registry (5). The same applies to managers of Portugal-based branches of credit institutions having their head office in a European Union Member State.

The assessment process also applies to persons exercising functions with significant influence on the credit institution's management. Their positions must be identified by the institution itself and at least comprise the heads of the following functions ('key function holders'):

• Compliance function;
• Internal audit;
• Risk control and management function.

Key function holders may comprise the persons in charge of other functions where specified by the institution or determined by Banco de Portugal regulation.

The assessment of key function holders is the responsibility of the institutions themselves. However, Banco de Portugal may at any time carry out a new suitability assessment of those key function holders if it sees fit. Banco de Portugal may also determine by regulation that the exercise of functions by (all or certain) key function holders is subject to authorisation.

Although not subject to authorisation, natural or legal persons proposing to acquire a qualifying holding in an institution subject to Banco de Portugal's supervision are subject to the assessment of their respective reputation and professional qualification and experience, at the time of the previous communication of their acquisition proposal (6). Banco de Portugal may oppose the qualifying holding acquisition proposal on the grounds of unsuitability of those assessed.

(1) In accordance with Article 30-B of Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – henceforth "RGICSF").
(2) In accordance with Article 36 (2) of the RGICSF and Articles 1 and 2 of Instruction of Banco de Portugal No 102/96.
(3) Under Article 36 (2) of the RGICSF, applicable by virtue of Article 42 (1) of the RGICSF, and Articles 1 and 2 of Instruction of Banco de Portugal No 102/96.
(4) In accordance with Articles 45 and 69 (8) of the RGICSF.
(5) In accordance with Article 66 (h) of the RGICSF.
(6) Under Articles 102 and 103-A of the RGICSF and the relevant provisions of Notice of Banco de Portugal No 5/2010.

Starting the process
The authorisation process to exercise functions in an institution subject to Banco de Portugal's supervision begins with the assessment undertaken by the institution itself. The institution is primarily responsible for verifying that the eligible persons meet all the suitability requirements needed to exercise their respective functions.

Persons designated ex novo (7) as eligible may only begin exercising functions after obtaining authorisation by Banco de Portugal to do so. For this reason, the authorisation request does not have to be presented within a given time-frame.

In the case of reappointments – i.e. in situations where the eligible person continues to exercise functions in the same role as before – the authorisation request to exercise functions must be presented within 15 working days of the reappointment’s decision date, as established in Article 7 of Instruction of Banco do Portugal No 12/2015.

The institution's submission to Banco de Portugal requesting authorisation to exercise functions must be accompanied by the information and documentation referred to in Instruction of Banco de Portugal No 12/2015.

If the assessment is to be carried out as part of the previous communication of a qualifying holding acquisition proposal, the request must be accompanied by the information and documentation referred to in Notice of Banco de Portugal No 5/2010.

Where applicable, Instruction of Banco de Portugal No 102/96 regarding the establishment of branches and the carrying out of activities under the freedom to provide services must also be observed.

See:
- Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – henceforth "RGICSF"), Articles 30-A and 30-B
- Instruction of Banco de Portugal No 12/2015
- Notice of Banco de Portugal No 5/2010

Analysis of the process
If the request or documentation presented are insufficient or contain irregularities that the interested parties are in a position to correct, the latter will be notified to do so within a reasonable time-frame, under penalty of refusal of authorisation (8).

Banco de Portugal may request all information it deems necessary to analyse the process adequately.

When the analysis phase of the authorisation process to exercise functions is complete, Banco de Portugal assesses the eligible persons according to the following criteria:  (i) reputation, (ii) professional qualification and experience, (iii) independence and (iv) availability. This assessment also comprises the assessment of the collective composition of the body in question.

See:
- RGICSF, Article 30-B

Conclusion of the process
Changes to members of management and supervisory bodies and mandate renewals are deemed authorised if Banco de Portugal offers no response within 30 days of the date on which it receives the request along with all necessary documents, or, if complementary information has been requested, within 30 days of receipt of that information.

The 30-day period is interrupted if the Bank asks the interested parties for documentation it deems necessary for the process.

Banco de Portugal communicates any refusal of authorisation on the grounds of lack of reputation or insufficient professional qualification and experience, independence or availability, to the interested parties and the credit institution, in compliance with the rules established in Código do Procedimento Administrativo (the Administrative Procedure Code) regarding prior hearings of interested parties.

The credit institution or any interested party may also request authorisation for its corporate bodies to exercise functions before designating eligible persons. The subsequent registration with Banco de Portugal must be requested within 60 days of the authorisation date, otherwise the granted authorisation expires.

Banco de Portugal's authorisation is a necessary condition for the eligible persons to start exercising functions.

The definitive registration of the designation of a member of management and supervisory bodies in the commercial registry office depends on Banco de Portugal's authorisation to exercise functions.

See:
- RGICSF, Articles 30-B and 30-C

Supervening facts
New facts arising after the granting by Banco de Portugal of  authorisation to exercise functions that may affect the reputation, professional qualification and experience, independence or availability requirements for the authorised person, must be communicated to Banco de Portugal under the same terms applying to facts communicated when presenting the authorisation request to exercise functions.

See:
- RGICSF, Articles 30-B and 30-C

(7) I.e. persons exercising functions for the first time in institutions supervised by Banco de Portugal, and those carrying out a new role in a supervised institution.
(8) Pursuant to Article 30-B (5) of the RGICSF.

• Considered and judicious decision-making;
• Timeliness in fulfilling obligations;
• Behaviours compatible with the preservation of market confidence.

The reputation assessment is based on information provided by the eligible person (by means of the questionnaire annexed to Instruction of Banco de Portugal No 12/2015) and on the information obtained or received by Banco de Portugal, directly or through other entities. The exchange of information between the financial supervision authorities is particularly relevant to this process.

The preliminary assessment resulting from the analysis phase of the process, where a negative decision over reputation is likely, determines the preliminary hearing of the interested party.
Banco de Portugal takes the following into consideration in the reputation assessment: 

• Evidence that the member of the management or supervisory body has not been transparent or cooperative in his or her dealings with any supervisory or regulatory authorities in Portugal or abroad;
• Refusal, revocation, withdrawal or termination of registration, authorisation, membership or licence to carry out a trade, business or profession, by a supervisory authority, professional association or organisation with similar functions, or expulsion by a regulatory or government body;
• The reasons for any dismissal from employment or any position of trust or fiduciary relationship, or having been asked to resign from employment in such a position; 
• Disqualification by a legal authority, supervisory authority, professional association or organisation with similar functions, from acting as a person who directs the business or manager of a civil or commercial company, or from exercising functions in one;
• Inclusion on the list of unreliable debtors in the Central Credit Register or any negative records in this kind of list, conducted by recognised credit bureaux;
• Financial and business performance of the entities owned or directed by the person in question or in which he or she had or has a qualifying holding, with special consideration to any rehabilitation, bankruptcy and winding-up proceedings, and whether and how he or she has contributed to the situation that led to the proceedings;
• Personal bankruptcy, irrespective of its qualification;
• Civil lawsuits or administrative or criminal proceedings, as well as any other circumstances insofar as they can have a significant impact on the financial soundness of the person in question;
• Insolvency declared, in Portugal or abroad, of the interested party or of a company controlled by him or her or in which he or she has been a director, manager or member, de juro or de facto, of the management or supervisory bodies;
• Prosecution, charge or conviction, in Portugal or abroad, of property criminal offences, offences of dishonesty and fraud, offences of obstruction of justice, offences committed in the exercise of public office, tax offences, offences relating specifically to financial or insurance activities or to payment instruments, as well as offences provided for in Código das Sociedades Comerciais (Commercial Companies Code);
• Prosecution or conviction, in Portugal or abroad, of offences under legislation relating to credit institutions, financial companies or pension fund management companies, or rules governing the securities market or insurance or reinsurance activity, including insurance or reinsurance mediation;
• Breaches of disciplinary, ethical or professional conduct rules within the scope of regulated professional activities;
• Actions that led to judicial dismissal, or judicial confirmation of dismissal for just cause, of members of the management or supervisory bodies of any commercial company;
• Actions undertaken as a person who directs the business or manager of any commercial company that led to conviction for damages caused to the company, to owners, to company creditors or to third parties.

Aside from the facts described and others of a similar kind, Banco de Portugal must include in its evaluation all and any circumstances it may legally take knowledge of, and which, due to their seriousness, frequency or any other relevant characteristics, allow a prognosis of the guarantees provided by the person in question of sound and prudent management of the credit institution.

Also, according to the Guidelines of the European Banking Authority (EBA), EBA/GL/2012/06, "members of the management body and key function holders should in any event be of good repute, regardless of the nature, scale and complexity of the business of the credit institution".

Furthermore in the same Guidelines, "a member of the management body should be considered to be of good repute if there is no evidence to suggest otherwise and no reason to have reasonable doubt about his or her good repute". On the other hand, the Guidelines state that "a member of the management body should not be considered to be of good repute if his or her personal or business conduct gives rise to any material doubt about his or her ability to ensure the sound and prudent management of the credit institution".

See:
- RGICSF, Article 30-D
- Instruction of Banco de Portugal No 12/2015
- EBA Guidelines – EBA/GL/2012/06, Points 5.2 and 13.1   
 
B. Professional qualification and experience
Eligible persons must possess a suitable professional qualification, either through academic qualification or professional experience.

Eligible persons must demonstrate that they possess the skills and qualifications needed to exercise their functions, acquired through academic qualification or specialised training that is appropriate for the position and through professional experience of a duration and level of responsibility compatible with the credit institution's characteristics, complexity and scale, and the risks it faces.

The previous training and experience must be sufficiently relevant to allow the holders of those roles to understand the functioning and business of the credit institution, assess the risks it faces and to critically analyse the decisions taken.

The non-executive members of the management and supervisory bodies must possess the skills and qualifications to critically assess the decisions taken by the management body and to effectively supervise this body's functioning.

According to EBA/GL/2012/06, the non-executive members of the management and supervisory bodies must have "sufficient experience to enable him or her to provide constructive challenge to the decisions and effective oversight of the management function. (...) Members of the management body in its supervisory function should be able to demonstrate that they have, or will be able to acquire, the technical knowledge necessary to enable them to understand the business of the credit institution and the risks that it faces sufficiently well".

Regarding academic qualification, the EBA recommends that "particular consideration should be given to the level and profile of the education and whether it relates to banking and financial services or other relevant areas". In regard to professional experience, it states that "a member of the management body in its management function should have gained sufficient practical and professional experience from a managerial position over a sufficiently long period".

Collectively, the management and supervisory bodies must possess suitable knowledge, skill and experience.

See:
- RGICSF, Article 31
- Instruction of Banco de Portugal No 12/2015
- EBA Guidelines – EBA/GL/2012/06, Points 14.2, 14.5 and 14.6 
 
C. Independence
The purpose of the independence requirement is to prevent the risk of undue influence from other persons or entities on members of the management and supervisory bodies, in order for their functions to be exercised impartially.

In assessing this requirement, all situations liable to affect the independence of the members of the management and supervisory bodies are to be taken into account, namely:

• Roles the given person performs or has performed in the credit institution in question or in another credit institution;
• Blood relationships or similar, or professional or economic relationships that the given person has with other members of the management or supervisory bodies of the credit institution, its parent company or its subsidiaries;
• Blood relationships or similar, or professional or economic relationships that the given person has with a person who has a qualifying holding in the credit institution, its parent company or its subsidiaries.

Independence is assessed based on information provided by the eligible person in the questionnaire annexed to Instruction of Banco de Portugal No 12/2015, and the information held on his or her curriculum vitae.

The supervisory body must comprise a majority of independent members. (9)

See:
- RGICSF, Article 31-A
- Instruction of Banco de Portugal No 12/2015 
 
D. Availability
Banco de Portugal may oppose to the exercise of management or supervisory functions in other entities by members of credit institutions' management and supervisory bodies, if it believes that that accumulation may negatively affect the exercise of functions that the given person already performs in the credit institution at stake, namely due to the existence of serious risks of conflicts of interest or resulting lack of availability to hold the position.

Banco de Portugal must always address the circumstances of the specific case, the particular demands of the position and the nature, scale and complexity of the institution's activity.

Members of the management and supervisory bodies of credit institutions that are significant due to the size, internal organisation, nature, scope and complexity of their activities, are not allowed to hold more than one of the following combinations of directorships at the same time: (i) one executive directorship with two non-executive directorships, or (ii) four non-executive directorships.

Exceptions to the above rule are the State-appointed members of the management and supervisory bodies in credit institutions subject to exceptional State intervention and directorships in entities that do not pursue predominantly commercial objectives, except where, due to the nature and complexity, or the scale of the respective entity, it is shown that there are serious risks of conflicts of interest or lack of availability to hold the position in the credit institution.

For the purposes of counting the positions that the member can accumulate, executive or non-executive roles on the management or supervisory body of credit institutions or other entities that are included in the same perimeter of supervision on a consolidated basis or in which the credit institution has a qualifying holding are considered a single role.

Where the accumulation of directorships occurs after the granting of the authorisation by Banco de Portugal, the interested parties must communicate their intention to Banco de Portugal at least 30 days in advance of the expected start date of the new tasks, submitting the documentation provided for in Instruction of Banco de Portugal No 12/2015. If no response is offered in that period of time, Banco de Portugal shall be deemed not to oppose the envisaged additional directorship.

In the case of functions to be exercised in an entity subject to Banco de Portugal's supervision, the power of opposition is exercised within the scope of the authorisation request to hold the position in that supervised institution.

In any case, as mentioned in the EBA Guidelines, the institutions must ensure that "members of the management body are able to commit enough time and effort to fulfil their responsibilities effectively (...) because the chair has more responsibilities and duties, a greater devotion of time should be expected from him or her".

See:
- RGICSF, Article 33
- Instruction of Banco de Portugal No 12/2015
- EBA Guidelines on Internal Governance – (GL 44), Point 12

(9) Within the meaning of Article 414 (5) of the Commercial Companies Code, referred to in Article 31-A (3) of the RGICSF.

• Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF), approved by Decree-Law No 298/92, of 31 December 1992, especially Articles 30 to 33-A, 69 to 72, and 102 to 103-A;
• Instruction of Banco de Portugal No 12/2015, regarding the authorisation process for members of the management and supervisory bodies of the institutions subject to Banco de Portugal’s supervision to exercise functions;
• Instruction of Banco de Portugal No 102/96, regarding the establishment of branches and the carrying out of activities under the freedom to provide services;
• Notice of Banco de Portugal No 5/2010 on qualifying holdings;
• European Banking Authority (EBA) Guidelines on the assessment of the suitability of members of the management and supervisory bodies and key function holders (GL/2012/06);
• Circular Letter of Banco de Portugal No 6/13/DSPDR on GL/2012/06;
• EBA Guidelines on internal governance (GL 44)
• Circular Letter of Banco de Portugal No 23/11/DSPDR on GL 44;
• Joint guidelines of the Committee of European Banking Supervisors (CEBS), Committee of European Insurance and Occupational Pensions Supervisors (CEIOPS), and the Committee of European Securities Regulators (CESR) on the prudential assessment of acquisitions and increases in holdings in the financial sector;
• Circular Letter of Banco de Portugal No 24/2009/DSB on recommendations for corporate governance;
• Circular Letter of Banco de Portugal No 2/2015/DSP on internal selection and assessment policy of the members of management bodies and key function holders;
• Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the ECB concerning policies relating to the prudential supervision of credit institutions;
• Portuguese Commercial Companies Code.

• Credit institutions listed in Article 3 of the Credit Institutions and Financial Companies Legal Framework(Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF):
• Banks;
• Savings banks;
• Central Mutual Agricultural Credit Bank and the mutual agricultural credit banks;
• Credit financial institutions; 
• Mortgage credit institutions;
• Other undertakings classified by law as credit institutions;
• Investment companies and financial companies as listed in Articles 4-A and 6 of the Credit Institutions and Financial Companies Legal Framework:
• Dealers;
• Brokers;
• Wealth management companies;
• Foreign-exchange or money-market mediating companies;
• Other undertakings which, in meeting the definition of investment companies, are classified as such according to the law; 
• Credit financial companies;
• Investment companies;
• Financial leasing companies;
• Factoring companies;
• Mutual guarantee companies;
• Investment fund management companies;
• Regional development companies;
• Exchange offices;
• Credit securitisation fund management companies;
• Microcredit financial companies; 
• Other undertakings which, in meeting the definition of financial companies, are classified as such according to the law; 
• Holding companies when their holdings, either directly or indirectly, confer on them a majority of the voting rights in one or more credit institutions or financial companies, or which have a qualifying holding in such companies and are not supervised by the Insurance and Pension Funds Supervisory Authority, as established in Article 117 of the RGICSF;
• Payment institutions and electronic money institutions, under the terms of the Legal Framework for Payment Systems and Electronic Money (Decree-Law No 242/2012 of 7 November 2012, especially Articles 6 and 12).

The following persons are also subject to authorisation to exercise functions:

• Managers of branches of credit institutions having their head office in Portugal and established in European Union Member States; 
• Managers of branches of credit institutions having their head office in Portugal and established in third countries; 
• Managers of branches or representative offices located in Portugal of credit institutions that are not authorised in other European Union Member States, and that are subject to all the suitability requirements as established by law for the members of the management body of credit institutions having their head office in Portugal.

The authorisation process to exercise functions and the respective assessment cover all members of the management body, whether executive or non-executive, and all members of the supervisory body and their alternates.

Also subject to registration with Banco de Portugal, but not to the authorisation and assessment process, are the Chair and Secretary of the shareholders’ meeting of the institutions subject to Banco de Portugal’s supervision, as well as the managers of branches located in Portugal, of credit institutions having their head office in a European Union Member State.

2. Are the requirements for being a member of a management body the same as those for being a member of a supervisory body?

The requirements are partially the same. However, special rules must be taken into account concerning the independence and incompatibility of members of the supervisory body, in accordance with the Credit Institutions and Financial Companies Legal Framework, the Commercial Companies Code and specific legislation applicable to the institution in question.

3. Do the requirements for being a member of a management or supervisory body depend on the type of institution in question?
Although the common framework is established in the Credit Institutions and Financial Companies Legal Framework, special legislation, should it exist, must be consulted relating to each type of institution to verify whether or not there are any additional requirements that may apply.

4. Are there special requirements for members of management body of an institution supervised by Banco de Portugal who also belong to a corporate body of a public sector company?
Yes. In order to hold both positions, in addition to the Credit Institutions and Financial Companies Legal Framework and the specific legislation applicable to the type of institution in question, special rules applicable to the State corporate public sector and public managers must be considered.
See:
- Public Manager Statute, Decree-Law No 71/2007, of 27 March 2007
- Rules applicable to the corporate public sector and State-owned enterprises, Decree-Law No 133/2013 of 3 October 2013 

5. What documents should be submitted to Banco de Portugal for the authorisation process to exercise functions?
The following documents should be submitted to Banco de Portugal for the authorisation process to exercise functions:

• Questionnaire, as in the annex to Instruction of Banco de Portugal No 12/2015, duly completed and signed; 
• Detailed curriculum vitae; 
• Photocopy, front and back, of an identity document (Citizen Card, identity card or equivalent document);
• Valid and up-to-date criminal record certificate, issued by the competent authority of the country of nationality or by the competent authority of the country of residence, should they differ;
• Assessment report by the institution of the member of the management or supervisory body as referred to in Article 30-A of the Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF);
• Photocopy of a document proving the designation of the person(s) concerned (e.g. copy of the minutes of the shareholders’ meeting), except in the cases of prior authorisation as referred to in Article 30-B (3) of the RGICSF;
• Assessment of the requesting institution as to the collective composition of the management and supervisory bodies, considering the professional qualifications, experience and availability of their members to exercise their functions, under the terms of Article 30 (4) of the RGICSF;
• Up-to-date version of the Articles of Association of the institution.

In addition to the aforementioned items, the application must contain the access code for the online permanent commercial corporate certificate of the institution in question.

Where applicable, the provisions of Instruction of Banco de Portugal No 102/96 on the establishment of branches and carrying out of activities under the freedom to provide services should also be observed.

See:
- Instruction of Banco de Portugal No 12/2015

6. When should the authorisation process to exercise functions begin?
Persons nominated ex novo as eligible may only begin exercising functions after this authorisation, hence the authorisation request does not have to be presented within a given time-frame.
In the case of reappointments, the authorisation request to exercise functions must be presented within 15 working days of the reappointment decision date.

7. What is the collective assessment of the management body or supervisory body?
The collective assessment of the management bodies is the procedure by which the institution and Banco de Portugal assess whether the composition of the body as a whole is suitable for the institution in question, considering its characteristics and the institution’s lifecycle (for instance, the institution may be facing a special situation, such as a merger, weak financial health, or increased risk in a particular area of its activity).

Under the collective assessment it can be concluded that the weaknesses of any members of the body in question are compensated by the strengths of other members, especially in terms of professional qualifications and experience (provided a minimum level of professional qualification and experience is assured) and of availability.

In what concerns reputation, the assessment is exclusively conducted on an individual basis.

Collective assessment of independence varies depending on whether the object of the assessment is the management body or supervisory body.

The type of entity in question must also be considered. Certain regimes have specific rules in this area, as is the case of the regime applicable to investment fund management companies.
In what refers to the supervisory body, the law establishes objective criteria to assess independence (Article 414 of the Commercial Companies Code), potential conflicts of interest (Article 414-A of the Commercial Companies Code) and the minimum number of independent members (Article 31-A (3) of the Credit Institutions and Financial Companies Legal Framework).

8. Who is responsible for the collective assessment of the management and supervisory bodies?
The collective assessment of the management and supervisory bodies is primarily the responsibility of the institutions. This assessment is followed by Banco de Portugal assessment which constitutes a condition for the exercise of functions.

The institution must undertake an accurate and complete assessment of members of its management and supervisory bodies in order to ensure they are aware of the strengths and weaknesses of its structure and enable shareholders to possess enough information on such persons before they are designated.

The institution must verify whether, and to what extent, the qualification, experience or availability of certain members compensates for the weaknesses of others, without overlooking the adoption of measures to eliminate the weaknesses detected (e.g. through training).

This assessment must be included in the assessment report of the members of the management and supervisory bodies to be submitted to Banco de Portugal.

Instruction of Banco de Portugal No 12/2015 contains a matrix which enables the institution to objectively carry out and formalise the collective assessment of the management and supervisory bodies.

The matrix is designed for a collective assessment of the skills accumulated in the institution’s corporate bodies and is assessed as a whole. Thus, the less favourable qualification of any member relating to aspects analysed in the aforementioned matrix may not have an impact on the individual assessment of his or her suitability to exercise his/her functions.

It is expected that a collegiate body brings together persons with different characteristics, namely with varying degrees of knowledge of the issues in question and differing professional experience, within or outside the institution.

9. What are the consequences of a negative collective assessment of the management body or supervisory body?
In the event of a negative assessment of a particular body as a whole, the institution is invited to propose a new composition for the body, ensuring that the weaknesses detected are corrected.

In the absence of such correction, the body may be collectively refused since, as a whole, it fails to meet the required standards, especially in terms of professional qualification and experience or availability. However, this does not mean that certain persons who are part of the rejected body are prevented from being part of a new body to be proposed by the institution.

10.  The collective composition of a collegiate body can be rejected in case one of its members is negatively assessed by Banco de Portugal?
No. The fact that one eligible person is not authorised to exercise functions does not mean that the composition of the body as a whole is rejected.

The collective assessment does not match with the individual assessment. Collective assessment allows the required diversity in the composition of the body to be analysed and weaknesses to be detected in terms of professional qualification and experience, availability and independence, which may obstruct the suitable performance of the body as a whole. This assessment also considers the distribution of roles within the given bodies.

The negative assessment of an eligible person triggers his or her non-authorisation, although the remaining members of the collective body may be accepted. It is therefore up to the institution to present a substitute. In case the law or the institution’s articles of association allow it, such a substitution may even not be required.

11. When should the special registration procedure begin?
Once authorisation to exercise functions is obtained, special registration of the eligible persons with Banco de Portugal should be requested within a timeframe of 30 days after the date on which the eligible person has started to exercise functions, by means of a request addressed by the credit institution to Banco de Portugal, which must specify the day in which tasks started to be exercised.

In the case of reappointments of all the members of the body, as well as in cases of a request for authorisation to exercise functions as an alternate in a management or supervisory body, the special registration must be requested along with the corresponding authorisation request.

See:
- Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF), Article 71 (1)
- Instruction of Banco de Portugal No 12/2015, Article 3

12. When can the person designated to exercise functions on a management or supervisory body of an institution subject to supervision by Banco de Portugal begin to exercise those tasks?
Functions can only start to be exercised once the respective authorisation process to exercise functions is concluded. Authorisation is a necessary condition for the functions to be exercised.

See:
 - Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF), Article 30-B (4)

13. What is the purpose of the prior authorisation?
Prior authorisation is requested before the designation of the eligible person by the competent body of the institution.

• A complete report of all the roles performed by the interested party, indicating those which involve day-to-day management tasks;
• Indication of the main business of the entities where functions are exercised, in the event of such entities not being subject to registration with Banco de Portugal; 
• Indication of any shareholding interest which may exist between the entity/entities where functions are exercised and that/those where the new functions are to be exercised;
• Copy of the minutes of the meeting of the management body of the entity subject to Banco de Portugal’s supervision, in which the interested party exercises functions, proving that the body is aware of the planned positions accumulation.

See:
- Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF), Article 33
- Instruction of Banco de Portugal No 12/2015, Article 7

15. Does Banco de Portugal assess the integrity of those who have or may have qualifying holdings in entities subject to its supervision? If so, when?
Yes. Banco de Portugal assesses the suitability of those who have or may have qualifying holdings in entities subject to its supervision.

A natural or legal person proposing, directly or indirectly, to acquire a qualifying holding in a credit institution must communicate his or her intention previously to Banco de Portugal. The suitability assessment is conducted in the context of the analysis that Banco de Portugal undertakes in respect of such proposal.

In the event of the proposed acquisition resulting in changes to the management body, the new members are also subject to assessment, not only of the reputation requirement, but also of professional qualification and experience, independence and availability requirements.

See:
- Credit Institutions and Financial Companies Legal Framework (Regime Geral das Instituições de Crédito e Sociedades Financeiras – RGICSF), Articles 102 and 103 (2) (a) and (b)
- Notice of Banco de Portugal No 5/2010

16. What documents should be submitted to Banco de Portugal to assess the suitability of owners of qualifying holdings?
The documents to be submitted to Banco de Portugal to assess the suitability of those proposing to acquire qualifying holdings, whether direct acquirers or those at the top of the holding chain, are:

• Information as defined in Annex I of Notice of Banco de Portugal No 5/2010;
• Photocopy, front and back, of an identity document (Citizen Card, identity card or equivalent document), of the proposed acquirer if a natural person, or the members of the management and supervisory bodies of the proposed acquirer if a legal person;
• Declaration of veracity of the information provided, as defined and exemplified in Annex III of Notice of Banco de Portugal No 5/2010.

This is without prejudice to the fact that Banco de Portugal reserves the right to request complementary documents and information as may be deemed necessary, at any time.

See:
- Notice of Banco de Portugal No 5/2010