For the purposes of this Directive:
(2)‘insurance undertaking’ shall mean an insurance undertaking within the meaning of Article 6 of Directive 73/239/EEC, Article 6 of Directive 79/267/EEC or Article 1(b) of Directive 98/78/EC;
(d)a mixed financial holding company;
(13)‘close links’ shall mean a situation in which two or more natural or legal persons are linked by:
(a)‘participation’, which shall mean the ownership, direct or by way of control, of 20 % or more of the voting rights or capital of an undertaking; or
(14)‘financial conglomerate’ shall mean a group which meets, subject to Article 3, the following conditions:
Any subgroup of a group within the meaning of point 12 which meets the criteria in this point shall be considered as a financial conglomerate;
(1)‘credit institution’ shall meanmeans a credit institution within the meaning of the second subparagraph of Article 1(1)4(1) of Directive 2000/12/EC;2006/48/EC;
(2)(6) ‘reinsurance‘insurance undertaking’ shallmeans meanan a reinsuranceinsurance undertaking within the meaning of Article 1(c)13(1), (2) or (3) of Directive 98/78/EC;2009/138/EC;
(3)(5) ‘asset‘investment managementfirm’ company’means shallan meaninvestment a management companyfirm within the meaning of Articlepoint 1a(2)1 of CouncilArticle 4(1) of Directive 85/611/EEC2004/39/EC, including the undertakings referred to in Article 3(1)(d) of 20Directive December2006/49/EC 1985of the European Parliament and of the Council of 14 June 2006 on the coordinationcapital adequacy of laws,investment regulationsfirms and administrativecredit provisionsinstitutions relating(^{21}) to undertakings for collective investment in transferable securities (UCITS) (^{14}), as well asor an undertaking the registered office of which is outsidein thea Communitythird country and which would require authorisation in accordance with Article 5(1) of thatunder Directive 2004/39/EC if it had its registered office withinwere in the Community;Union;
(4)‘regulated entity’ shall meanmeans a credit institution, an insurance undertakingundertaking, a reinsurance undertaking, an investment firm, an asset management company or an alternative investment firm;fund manager;
(5)(3) ‘investment‘asset firm’management shallcompany’ meanmeans ana investmentmanagement firmcompany within the meaning of Article 1(2)2(1)(b) of Directive 93/22/EEC,2009/65/EC includingor an undertaking the undertakingsregistered referredoffice toof which is in Articlea 2(4)third ofcountry and which would require authorisation under that Directive 93/6/EEC;if its registered office were within the Union;
(5a)‘alternative investment fund manager’ means a manager of alternative investment funds within the meaning of Article 4(1)(b), (l) and (ab) of Directive 2011/61/EU or an undertaking the registered office of which is in a third country and which would require authorisation under that Directive if its registered office were within the Union;
(6)(b) an‘reinsurance insuranceundertaking’ undertaking,means a reinsurance undertaking or an insurance holding company within the meaning of Article 1(i)13(4), (5) or (6) of Directive 98/78/EC2009/138/EC (theor insurancea sector);special purpose vehicle within the meaning of Article 13(26) of Directive 2009/138/EC;
(7)‘sectoral rules’ shallmeans mean the CommunityUnion legislation relating to the prudential supervision of regulated entities, in particular laid down in Directives 73/239/EEC,2004/39/EC, 79/267/EEC,2006/48/EC, 98/78/EC, 93/6/EEC, 93/22/EEC2006/49/EC and 2000/12/EC;2009/138/EC;
(8)‘financial sector’ shall meanmeans a sector composed of one or more of the following entities:
(a)a credit institution, a financial institution or an ancillary banking services undertaking within the meaning of Article 1(5)4(1), and(5) (23)or (21) of Directive 2000/12/EC2006/48/EC (the(hereinafter referred to collectively as ‘the banking sector);sector’);
(b)an insurance undertaking, a reinsurance undertaking or an insurance holding company within the meaning of Article 13(1), (2), (4) or (5) or of Article 212(1)(f) of Directive 2009/138/EC (hereinafter referred to collectively as ‘the insurance sector’);
(c)an investment firm or a financial institution within the meaning of Article 2(7)3(1)(b) of Directive 93/6/EEC2006/49/EC (the(hereinafter referred to collectively as ‘the investment services sector);sector’);
(9)‘parent undertaking’ shall meanmeans a parent undertaking withinas thedefined meaning ofin Article 1 of Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts (^{15})(^{22}) andor any undertaking which, in the opinion of the competent authorities, effectively exercises a dominant influence over another undertaking;
(10)‘subsidiary undertaking’ shall meanmeans a subsidiary undertaking withinas thedefined meaning ofin Article 1 of Directive 83/349/EEC andor any undertaking over which, in the opinion of the competent authorities, a parent undertaking effectively exercises a dominant influence;influence or all subsidiary undertakingssubsidiaries of subsidiary undertakings shall also be considered assuch subsidiary undertakings of the parent undertaking;undertakings;
(11)‘participation’ shall meanmeans a participation within the meaning of the first sentence of Article 17 of Fourth Council Directive 78/660/EEC of 25 July 1978 on the annual accounts of certain types of companies (^{16}),(^{23}), or the direct or indirect ownership of 20 % or more of the voting rights or capital of an undertaking;
(12)‘group’ shall meanmeans a group of undertakings,undertakings which consists of a parent undertaking, its subsidiaries and the entities in which the parent undertaking or its subsidiaries hold a participation, as well asor undertakings linked to each other by a relationship within the meaning of Article 12(1) of Directive 83/349/EEC;83/349/EEC, including any subgroup thereof;
(12a)(b) ‘control’,‘control’ which shall meanmeans the relationship between a parent undertaking and a subsidiary,subsidiary inundertaking allas theset cases referred toout in Article 1(1) and (2)1 of Directive 83/349/EEC, or a similar relationship between anya natural or legal person and an undertaking; any subsidiary undertaking of a subsidiary undertaking shall also be considered a subsidiary of the parent undertaking which is at the head of those undertakings.
(13) A‘close links’ means a situation in which two or more natural or legal persons are linked by control or participation, or a situation in which two or more natural or legal persons are permanently linked to one and the same person by a control relationship shall also be regarded as constituting a close link between such persons;relationship;
(14)(a) ‘financial conglomerate’ means a group or subgroup, where a regulated entity within the meaning of Article 1 is at the head of the group or subgroup, or where at least one of the subsidiaries in thethat group or subgroup is a regulated entityentity, withinand which meets the meaningfollowing of Article 1;conditions:
(a)where there is a regulated entity at the head of the group or subgroup:
(i)(b) where there is a regulatedthat entity within the meaning of Article 1 at the head of the group, it is either a parent undertaking of an entity in the financial sector, an entity which holds a participation in an entity in the financial sector, or an entity linked with an entity in the financial sector by a relationship within the meaning of Article 12(1) of Directive 83/349/EEC;
(ii)(d) at least one of the entities in the group or subgroup is within the insurance sector and at least one is within the banking or investment services sector; and
(iii)(e) the consolidated and/oror aggregated activities of the entities in the group or subgroup within the insurance sector and the consolidated and/or aggregated activities of the entities within the banking and investment services sector are both significant within the meaning of Article 3(2) or (3).(3) of this Directive; or
(b)(c) where there is no regulated entity within the meaning of Article 1 at the head of the group,group theor group's activities mainly occur in the financial sector within the meaning of Article 3(1);subgroup:
(i)the group’s or subgroup’s activities occur mainly in the financial sector within the meaning of Article 3(1) of this Directive;
(ii)at least one of the entities in the group or subgroup is within the insurance sector and at least one is within the banking or investment services sector; and
(iii)the consolidated or aggregated activities of the entities in the group or subgroup within the insurance sector and of the entities within the banking and investment services sector are both significant within the meaning of Article 3(2) or (3) of this Directive;
(15)‘mixed financial holding company’ shall meanmeans a parent undertaking, other than a regulated entity, whichwhich, together with its subsidiaries,subsidiaries — at least one of which is a regulated entity which has its headregistered office in the Community,Union — and other entities, constitutes a financial conglomerate;
(16)‘competent authorities’ shall meanmeans the national authorities of the Member States which are empowered by law or regulation to supervise credit institutions, and/or insurance undertakingsundertakings, and/orreinsurance undertakings, investment firmsfirms, asset management companies or alternative investment fund managers whether on an individual or a group-wide basis;
(17)‘relevant competent authorities’ shall mean:means:
(a)Member States'States’ competent authorities responsible for the sectoral group-wide supervision of any of the regulated entities in a financial conglomerate;conglomerate, in particular of the ultimate parent undertaking of a sector;
(b)the coordinator appointed in accordance with Article 10 if different from the authorities referred to in point (a);
(c)where appropriate, other competent authorities relevant to the opinion of the authorities referred to in points (a) and (b);
(18)‘intra-group transactions’ shall meanmeans all transactions by which regulated entities within a financial conglomerate rely either directly or indirectly uponon other undertakings within the same group or uponon any natural or legal person linked to the undertakings within that group by ‘closeclose links’,links, for the fulfilment of an obligation, whether or not contractual, and whether or not for payment;
(19)‘risk concentration’ shall meanmeans all risk exposures with a loss potential borne by entities within a financial conglomerate, which areis large enough to threaten the solvency or the financial position in general of the regulated entities in thea financial conglomerate;conglomerate, whether such exposures may beare caused by counterparty risk/credit risk, investment risk, insurance risk, market risk, other risks, or a combination or interaction of thesesuch risks.
(c) otherUntil competentthe authoritiesentry concerned,into whereforce relevant,of any regulatory technical standards adopted in accordance with Article 21a(1)(b), the opinion of the authorities referred to in (a)point and(17)(c) (b);shall, thisin opinion shall especiallyparticular, take into account the market share of the regulated entities of the financial conglomerate in other Member States, in particular if it exceeds 5 %, and the importance in the financial conglomerate of any regulated entity established in another Member State;State.