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Directive 2014/65/EU - Markets in Financial Instruments Directive II (MiFID II)RecitalsTitle I Scope and definitions (arts. 1-4)Article 1 ScopeArticle 2 ExemptionsArticle 3 Optional exemptionsArticle 4 DefinitionsTitle II Authorisation and operating conditions for investment firms (arts. 5-43)Chapter I Conditions and procedures for authorisation (arts. 5-20)Article 5 Requirement for authorisationDraft Article 5a Procedure to address unauthorised activities offered through digital meansArticle 6 Scope of authorisationArticle 7 Procedures for granting and refusing requests for authorisationArticle 8 Withdrawal of authorisationsArticle 9 Management bodyArticle 10 Shareholders and members with qualifying holdingsArticle 11 Notification of proposed acquisitionsArticle 12 Assessment periodArticle 13 AssessmentArticle 14 Membership of an authorised investor compensation schemeArticle 15 Initial capital endowmentArticle 16 Organisational requirementsDraft Article 16-a Product governance requirementsArticle 16a Exemptions from product governance requirementsArticle 17 Algorithmic tradingArticle 18 Trading process and finalisation of transactions in an MTF and an OTFArticle 19 Specific requirements for MTFsArticle 20 Specific requirements for OTFsChapter II Operating conditions for investment firms (arts. 21-33)Section 1 General provisions (arts. 21-23)Article 21 Regular review of conditions for initial authorisationArticle 22 General obligation in respect of on-going supervisionArticle 23 Conflicts of interestSection 2 Provisions to ensure investor protection (arts. 24-30)Article 24 General principles and information to clientsDraft Article 24a InducementsDraft Article 24b Information on costs, associated charges and third-party paymentsDraft Article 24c Marketing Communications and PracticesDraft Article 24d Professional requirementsArticle 25 Assessment of suitability and appropriateness and reporting to clientsArticle 26 Provision of services through the medium of another investment firmArticle 27 Obligation to execute orders on terms most favourable to the clientArticle 28 Client order handling rulesArticle 29 Obligations of investment firms when appointing tied agentsArticle 29a Services provided to professional clientsArticle 30 Transactions executed with eligible counterpartiesSection 3 Market transparency and integrity (arts. 31-32)Article 31 Monitoring of compliance with the rules of the MTF or the OTF and with other legal obligationsArticle 32 Suspension and removal of financial instruments from trading on an MTF or an OTFSection 4 SME growth markets (art. 33)Article 33 SME growth marketsChapter III Rights of investment firms (arts. 34-38)Article 34 Freedom to provide investment services and activitiesArticle 35 Establishment of a branchDraft Article 35a Reporting of cross-border activitiesArticle 36 Access to regulated marketsArticle 37 Access to CCP, clearing and settlement facilities and right to designate settlement systemArticle 38 Provisions regarding CCPs, clearing and settlement arrangements in respect of MTFsChapter IV Provision of investment services and activities by third-country firms (arts. 39-43)Section 1 Provision of services or performance of activities through the establishment of a branch (arts. 39-42)Article 39 Establishment of a branchArticle 40 Obligation to provide informationArticle 41 Granting of the authorisationArticle 42 Provision of services at the exclusive initiative of the clientSection 2 Withdrawal of authorisations (art. 43)Article 43 Withdrawal of authorisationsTitle III Regulated Markets (arts. 44-56)Article 44 Authorisation and applicable lawArticle 45 Requirements for the management body of a market operatorArticle 46 Requirements relating to persons exercising significant influence over the management of the regulated marketArticle 47 Organisational requirementsArticle 48 Systems resilience, circuit breakers and electronic tradingArticle 49 Tick sizesArticle 50 Synchronisation of business clocksArticle 51 Admission of financial instruments to tradingArticle 51a Specific conditions for the admission of shares to tradingArticle 52 Suspension and removal of financial instruments from trading on a regulated marketArticle 53 Access to a regulated marketArticle 54 Monitoring of compliance with the rules of the regulated market and with other legal obligationsArticle 55 Provisions regarding CCP and clearing and settlement arrangementsArticle 56 List of regulated marketsTitle IV Position limits and position management controls in commodity derivatives and reporting (arts. 57-58)Article 57 Position limits in commodity derivatives and position management controls in commodity derivatives and derivatives of emission allowancesArticle 58 Position reporting by categories of position holdersTitle V Data reporting services (arts. 59-66)Section 1 Authorisation procedures for data reporting services providers (arts. 59-63)Article 59 Requirement for authorisationArticle 60 Scope of authorisationArticle 61 Procedures for granting and refusing requests for authorisationArticle 62 Withdrawal of authorisationsArticle 63 Requirements for the management body of a data reporting services providerSection 2 Conditions for APAs (art. 64)Article 64 Organisational requirementsSection 3 Conditions for CTPs (art. 65)Article 65 Organisational requirementsSection 4 Conditions for ARMs (art. 66)Article 66 Organisational requirementsTitle VI Competent authorities (arts. 67-88)Chapter I Designation, powers and redress procedures (arts. 67-78)Article 67 Designation of competent authoritiesArticle 68 Cooperation between authorities in the same Member StateArticle 69 Supervisory powersArticle 70 Sanctions for infringementsArticle 71 Publication of decisionsArticle 72 Exercise of supervisory powers and powers to impose sanctionsArticle 73 Reporting of infringementsArticle 74 Right of appealArticle 75 Extra-judicial mechanism for consumers complaintsArticle 76 Professional secrecyArticle 77 Relations with auditorsArticle 78 Data protectionChapter II Cooperation between the competent authorities of the Member States and with ESMA (arts. 79-87a and draft art. 87a)Article 79 Obligation to cooperateArticle 80 Cooperation between competent authorities in supervisory activities, for on-site verifications or investigationsArticle 81 Exchange of informationArticle 82 Binding mediationArticle 83 Refusal to cooperateArticle 84 Consultation prior to authorisationArticle 85 Powers for host Member StatesArticle 86 Precautionary measures to be taken by host Member StatesArticle 87 Cooperation and exchange of information with ESMAArticle 87a Accessibility of information on the European single access pointDraft Article 87a Collaboration platformsChapter III Cooperation with third countries (art. 88)Article 88 Exchange of information with third countriesDraft Title VIA Financial Education (draft arts. 88a-88b)Draft Article 88a Financial education of retail clients and prospective retail clientsDraft Article 88b Financial education and marketing communicationTitle VII Delegated acts (arts. 89-97)Article 89 Exercise of the delegationArticle 89a Committee procedureFinal provisions (arts. 90-97)Article 90 Reports and reviewArticle 91 Amendments to Directive 2002/92/ECArticle 92 Amendments to Directive 2011/61/EUArticle 93 TranspositionArticle 94 RepealArticle 95 Transitional provisionsArticle 95a Transitional provision on the authorisation of credit institution referred to in point (1)(b) of Article 4(1) of Regulation (EU) No 575/2013Article 96 Entry into forceArticle 97 AddresseesAnnex I Lists of services and activities and financial instrumentsAnnex II Professional clients for the purpose of this DirectiveAnnex IIIAnnex III, Part A Repealed Directive with list of its successive amendmentsAnnex III, Part B List of time-limits for transposition into national lawAnnex IV Correlation table referred in Article 94Draft Annex V Minimum professional knowledge and competence requirements (as referred to in Article 24d(2))Done at
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Version status: Entered into force | Document consolidation status: Updated to reflect all known changes
Version date: 2 July 2014 - onwards
Version 2 of 2

Article 45 Requirements for the management body of a market operator

1. Member States shall require that all members of the management body of any market operator shall at all times be of sufficiently good repute, possess sufficient knowledge, skills and experience to perform their duties. The overall composition of the management body shall reflect an adequately broad range of experience.

2. Members of the management body shall, in particular, fulfil the following requirements:

(a) All members of the management body shall commit sufficient time to perform their functions in the market operator. The number of directorships a member of the management body can hold, in any legal entity, at the same time shall take into account individual circumstances and the nature, scale and complexity of the market operator's activities.

 Unless representing the Member State, members of the management body of market operators that are significant in terms of their size, internal organisation and the nature, the scope and the complexity of their activities shall not at the same time hold positions exceeding more than one of the following combinations:

(i) one executive directorship with two non-executive directorships;

(ii) four non-executive directorships.

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