4.1.1 Companies covered by this chapter
4:2 This chapter applies to:
- Insurance companies governed by Belgian law (including the small insurance companies referred to in Article 272 et seq. of the Insurance Supervision Law);
- Reinsurance companies governed by Belgian law;
- Branches established in Belgium of insurance or reinsurance companies governed by the law of a third country;
- Insurance holding companies governed by Belgian law;
- Mixed financial holding companies governed by Belgian law that are at the head of a financial conglomerate in which the insurance sector is the main sector.
4:3 For the sake of consistency and to ensure a level playing field, a cross-sectoral approach to suitability requirements has been adopted to the extent possible. As a result, the guidelines set out in this chapter apply to all the above companies, insofar as they fall within the scope of the legal obligations applicable to the companies concerned. However, for each suitability assessment, the NBB takes into account the nature, size, complexity, risk profile and organisational structure of the company in which the person concerned holds a position (see the point on the proportionality principle in the introduction). As supervisor, the NBB considers that there are no compelling reasons to apply different assessment standards for different components of the financial sector.
4.1.2 Persons covered by this chapter
4:4 This chapter covers the scope and assessment of the individual and, where applicable, collective suitability of persons who hold or wish to hold the following positions:
4:5 Senior managers at “N-1” level (managers who exercise a direct and decisive influence on the management of the company but who are not members of the management committee), with the exception of general representatives of branches, do not have to be approved by the NBB. Of course, this does not mean that these persons should not have the fitness and propriety required for their position. The principles of this chapter also apply to them but, as they are not assessed by the NBB, companies are not required to submit the notification forms covered in Chapter 5 of this Manual.
4.1.3 Cross-border context
4:6 For the application of this chapter within a cross-border context, a distinction must be made between the following three situations:
- Companies established in the European Economic Area operating in Belgium through a branch or under the freedom to provide services => This chapter does not apply to the managers of companies established in the European Economic Area operating in Belgium through a branch or under the freedom to provide services.
- Belgian companies operating abroad through a branch => This chapter applies to the managers and persons responsible for independent control functions of branches of companies authorised in Belgium operating abroad through a branch.
- Companies governed by the law of a non-Member State of the European Economic Area operating in Belgium through a branch => This chapter applies to the managers and persons responsible for independent control functions of branches established in Belgium of companies governed by the law of a non-Member State of the European Economic Area.
4.1.4 Group context
4:7 In accordance with the Solvency II Directive, as transposed by the Insurance Supervision Law and explained in Circular NBB_2016_31, entities responsible for a group must ensure the implementation of (and compliance with) a consistent and integrated group policy for assessing the suitability of all subsidiaries included in the prudential consolidation.
4:8 The persons concerned must be suitable to hold their positions and thus meet the suitability assessment standards, at the level of both the parent company governed by Belgian law and all regulated Belgian subsidiaries. If a person holds a position falling within the scope of the law at both parent and subsidiary level, two separate assessments need to be carried out.
 Companies that qualify as “small institutions” as defined in the introduction to this Manual.
 Members of the management committee are subject to the provisions of this chapter, whether or not they are directors.
 The assessment must pertain to the most senior person responsible for the independent control function or, if the independent control function is outsourced, to the person responsible for monitoring the outsourcing (the “contact person responsible”).
 To avoid any misunderstanding, it should be noted that where no management committee has been established, senior managers at “N” level are required to submit a file for approval to the NBB.