3.3.2 Professional integrity

A person’s professional integrity relates to his/her reliability and honesty. This characteristic can be analysed more concretely on the basis of a person’s past actions. More specifically, a person’s background can be used to assess whether it is reasonable to assume that he/she will carry out the task entrusted to him/her honestly, faithfully, independently, ethically and with integrity.

3:42 A distinction should be made between professional disqualification, which is imposed automatically without the NBB exercising its discretion, and the broader assessment of professional integrity, where the NBB does have to exercise its discretion. However, there is a link between the two, in the sense that, in specific situations that do not fall under professional disqualification, the NBB can use its discretion in such a strict manner that it results in a situation similar to a professional disqualification (“quasi-automatic” refusal). Professional disqualification

3:43 The supervisory laws relevant to this chapter contain a list of convictions that result in the offender being disqualified from serving as a director, senior manager or person responsible for an independent control function for a specified period of time. As supervisor, the NBB cannot grant any derogations or exceptions in this respect. The NBB’s discretion

3:44 However, the assessment of a person’s professional integrity should not be limited solely to verifying the absence of professional disqualifications. The concept of integrity must be understood broadly, in the sense that any relevant details in the person's background may affect his/her professional integrity. Criminal proceedings and the intervention of the Bank as an administrative authority are independent of one another in that they pursue separate objectives and may thus lead to a different appraisal of the facts. The assessment of professional integrity is not necessarily linked to the criminal classification of acts or actions or to the outcome of criminal proceedings. Indeed, this assessment is not based on the concept of “guilt” in the criminal sense of the word, but rather on an appraisal of facts and actions, the aim being to determine whether persons subject to suitability assessment actually have the qualities required to perform their duties and bear the corresponding responsibilities.

3:45 On the basis of the standard form covered in Chapter 5 of this Manual and the relevant clarifications provided in the SSM Guide, institutions can determine which details should be given special attention as part of an assessment of integrity.

a) Events in a person’s background considered as offences for professional disqualification

3:46 An admission of guilt without a formal conviction by the competent body should be treated in the same way as a conviction, as the person concerned cannot be deemed to have the required professional integrity. In practice, this means, for example, that a suspended sentence (with admission of guilt) is treated in the same way as a conviction.

3:47 Where any criminal, administrative or disciplinary proceedings are in progress or pending against a person to be assessed, the NBB uses its discretionary power in a strict manner by deeming that person to not have the required professional integrity if:

  • the person concerned has acknowledged the underlying facts; or
  • the person concerned has already incurred a conviction in this respect, even if this conviction is still subject to appeal.

b) Past offences relating to money laundering and terrorist financing

3:48 The utmost attention should be paid to facts relating to money laundering and terrorist financing. In this respect, a distinction should be made between (i) breaches of legislation on the prevention of money laundering and terrorist financing (repressive aspects) and (ii) breaches of obligations to combat money laundering and terrorist financing (preventive aspects).

3:49 The NBB has no investigative powers for breaches of legislation on the prevention of money laundering and terrorist financing. In this regard, it relies on the information provided by the competent authorities in this field and the judicial authorities (criminal law). The findings of these authorities are considered essential information for establishing the professional integrity of the person concerned.

3:50 Conversely, the NBB is competent to monitor the compliance of Belgian financial institutions with their European and national obligations to combat money laundering and terrorist financing, as well as their organisational obligations regarding assets freezing and transfers of funds. If a person has previously held a position at an institution where a breach of these obligations has been identified, the institution where this person applies for a new position must conduct a thorough examination of the facts to assess their impact on his/her professional integrity[1]. The NBB also carries out its own assessment based on the information available to it.

c) Financial background

3:51 A person's financial conduct is relevant to an assessment of his/her professional integrity as it may have an impact on his/her reputation. Persons who hold positions requiring a suitability assessment are expected to manage their affairs in a sound and prudent manner. They must be able to prove that the performance of their duties is not adversely affected by their financial background.

3:52 However, it should be emphasised that having limited financial resources should not negatively impact a person’s suitability for a position.

3:53 Taking into account the above weighting factors, attention should be paid to both personal and professional financial background. Examples include the following situations:

  • the person concerned has had major personal financial problems (e.g. recurrent gambling issues, pattern of over-indebtedness, etc.) which have led to legal, recovery or debt collection proceedings;
  • suspension of payments, insolvency, bankruptcy, debt restructuring or arrangement with creditors has been requested or ordered with regard to the person concerned;
  • the person concerned has been or is likely to be involved in tax proceedings;
  • the person concerned has been ordered to pay outstanding debts on grounds of liability for the bankruptcy of a company or legal person;
  • cessation of payments or bankruptcy has been requested or ordered for a company, institution or any other body in which the person concerned holds or has held a position as a director or as a person responsible for an independent control function, or in which this person otherwise significantly influences or has influenced policy, or in which he/she holds or has held a significant interest.

d) Other background

3:54 Taking into account the above weighting factors, consideration should also be given to the following events in a person’s background:

  • other criminal, disciplinary, civil and administrative convictions (e.g. violations of anti-money laundering legislation, consumer protection legislation, tax legislation, etc.);
  • ongoing cases in these areas, especially a person’s involvement in sanction investigations or proceedings carried out by the NBB or other supervisors;
  • amicable settlements (termination of criminal proceedings on payment of a sum of money) or settlements concluded in relation to breaches of financial or other legislation;
  • other facts which, irrespective of their legal classification, are likely to cast doubt on a person's professional integrity (see in this context also paragraphs 72 to 77 of Guidelines EBA/GL/2021/06), such as:
    • any evidence that the person concerned has not been transparent, open, and cooperative in his/her dealings with the competent authorities;
    • refusal, revocation, withdrawal or expulsion of any registration, authorisation, membership, or licence to carry out a trade, business, or regulated profession;
    • the reasons for any dismissal or removal from a position of trust, fiduciary relationship or similar situation, and for any request to resign from such a position;
    • disqualification by any relevant competent authority from serving as a member of the statutory governing body, particularly persons who effectively direct an entity’s business; and
    • any other evidence or serious allegation based on relevant, credible and reliable information which suggests that the person concerned is acting in a manner contrary to high standards of conduct.

3:55 This list must be considered both directly (with regard to the person concerned) and indirectly (with regard to a company, institution or any other body in which the person holds or has held a position requiring a suitability assessment, or in which he/she otherwise significantly influences or has influenced policy, or in which he/she holds or has held a significant interest). When considering the latter, the person’s degree of involvement should certainly be taken into account.

[1] Institutions can obtain background information relating to money laundering and terrorist financing through various means, including a statement by the person concerned, consultation of the criminal record, administrative sanctions published by the supervisors, the list of financial sanctions published by the Treasury, the press, etc.