FINANCIAL SERVICES
AND MARKETS
AUTHORITY
PREFACE
I would like to introduce the Financial Services and Markets
Authority (FSMA) to you. The FSMA, along with the National
Bank of Belgium (NBB), is entrusted with the supervision of the
Belgian financial sector.
The Belgian Parliament has conferred several powers on the
FSMA enabling it to undertake actions with a view to promoting
consumer protection and the integrity of the financial markets.
This brochure sets out what the FSMA stands for, what it does
and how it carries out its tasks.
Jean-Paul Servais,
Chairman
MISSION
As a supervisory authority, the FSMA strives to
ensure the honest and equitable treatment of
financial consumers. It aims at the fair and orderly
operation and the transparency of the financial
markets by seeing to it that companies that raise
financing on those markets provide correct and
complete information. It promotes proper provision of financial services by verifying that financial institutions comply with the applicable rules
of conduct, by supervising financial products,
financial service providers and supplementary
pensions, and by contributing to improving the
financial education of consumers. In this way, the
FSMA seeks to ensure that the financial system
deserves the trust of its users.
WHAT IS
THE FSMA?
The FSMA was established on 1 April 2011; its full official name
is the ‘Financial Services and Markets Authority’.
The FSMA’s status is that of an autonomous public institution.
This means that it was established by law and that it carries out
independently the tasks in the general interest entrusted to it by
Parliament. The members of the FSMA’s governing bodies are
appointed by Royal Decree for a period of six years. The FSMA
staff have the status of (private sector) employees.
The FSMA, alongside the National Bank of Belgium (NBB), supervises the Belgian financial sector. The FSMA’s competences fall
within the following six domains: surveillance of the financial
markets and supervision of the financial information disseminated by companies, supervision of compliance with conduct
of business rules, product supervision, supervision of financial
service providers and intermediaries, supervision of supplementary pensions, and contribution to improving financial education.
These competences are set out in greater detail below.
WHAT ARE THE
FSMA’S TASKS?
The FSMA has six principal tasks.
SURVEILLANCE OF FINANCIAL
MARKETS AND SUPERVISION OF
COMPANY INFORMATION
The FSMA is responsible for the surveillance of the financial
markets and for supervising the financial information disseminated by companies. This means principally that it verifies that
the information disseminated by listed companies is complete,
gives a faithful image of the company and is made available in
a timely manner. In addition, the FSMA ensures that all shareholders of a listed company are treated equally. Moreover, it
supervises the information disclosed by unlisted companies if
the latter issue securities to the public. Finally, the FSMA sees
to the smooth functioning of the financial markets while also
supervising market infrastructures such as Euronext Brussels.
Specifically:
•The FSMA ensures that financial information disclosed by
listed companies is available to everyone at the same time.
•In the case of a takeover bid, the FSMA verifies compliance
with the rules that guarantee equal treatment of all shareholders are complied with.
•Where a company offers securities to the public in Belgium,
the FSMA gives prior approval to the prospectus and related
advertisements, or determines whether the prospectus has
been approved in another country.
•The FSMA can intervene in various ways if a company fails to
comply with the rules (e.g. by publishing a warning, suspending the listing of a share, imposing a fine, etc.).
•The FSMA can investigate possible cases of insider dealing or
market manipulation, and may impose sanctions.
PRODUCT SUPERVISION
Supervision of financial products is intended to ensure that the
products offered to consumers are comprehensible, useful, present
an acceptable level of risk for investors and comply with the
relevant laws and regulations. It should also ensure that consumers have a clear overview of the costs associated with the
products. The FSMA takes initiatives to make financial products
simpler and more comprehensible.
Product supervision is exercised in two ways: by supervising the
quality of the information and advertising material concerning
the financial products offered, and by supervising compliance
with the regulations governing the products themselves.
Specifically:
• The FSMA has launched a moratorium on the distribution of
particularly complex structured products to retail clients in
Belgium. The moratorium is one of the initiatives taken by the
FSMA to simplify financial products and render them more
understandable.
• The FSMA approves advertising materials and info sheets
relating to regulated savings accounts and other savings and
investment products.
• The FSMA has imposed a ban on distributing several categories of financial products based on non-mainstream assets to
retail clients in Belgium. This ban applies, among other things,
to traded life policies (life settlements) and derivative products
based on a virtual currency.
• The FSMA has also imposed a ban on distributing certain
financial derivatives among Belgian retail clients. This ban
applies, among other things, to binary options and derivative
contracts with leverage.
RULES OF CONDUCT
The FSMA sees to it that financial institutions comply with the
rules of conduct. These rules are intended to ensure that the
institutions treat their clients fairly, equitably and professionally.
The rules apply to all financial institutions that offer products
in Belgium, including banks, insurance companies, insurance
intermediaries and investment firms.
Financial institutions must have an appropriate organization
and the requisite procedures in place to be able to guarantee
that consumers of financial services and products are treated
with due care and attention. This means, among other things,
the provision of correct information, an appropriate management of potential conflicts of interest and best execution of
clients’ instructions. In addition, financial institutions may only
sell those products that fit the clients’ risk profile.
Specifically:
•The FSMA ensures that clients do not fall victim to practices
whereby a financial institution sells them a product that does
not fit their risk profile or investment goals.
•The FSMA sees to it that the interests of a financial institution
do not prevail over those of its clients.
•The FSMA’s central inspection team carries out on-site inspections to ensure that the rules of conduct are complied with. If
any breaches, weaknesses or omissions are observed in the
course of an inspection, the FSMA ensures that those observations are adequately addressed.
FINANCIAL SERVICE PROVIDERS
AND INTERMEDIARIES
The FSMA is responsible for supervising a wide range of financial service providers. These include:
•intermediaries in banking and investment services as well as
insurance and reinsurance intermediaries (agents and brokers);
•mortgage and consumer credit providers and intermediaries
in mortgage and consumer credit1;
•management companies of undertakings for collective investment;
•portfolio management and investment advice companies;
•currency exchange offices (bureaux de change);
•financial planners.
1
As from 1 July 2015
Specifically:
•All intermediaries must be registered with the FSMA before they
may begin to carry out their activities. The register published
by the FSMA on its website lists all registered intermediaries.
•If someone wishes to become an agent or broker in order to
sell banking or insurance products, the FSMA checks whether
that person has sufficient training and is fit and proper for this
activity.
•Management companies of undertakings for collective investment and portfolio management and investment advice companies must hold an authorization from the FSMA.
•If the FSMA determines that someone is offering financial services without the requisite authorization, it publishes a warning
to this effect and brings it to the attention of the judicial
authorities.
•The FSMA monitors on an ongoing basis whether an authorized
institution fulfils the authorization and business operation
requirements provided for by law.
FINANCIAL EDUCATION
The FSMA has been tasked with contributing to the financial
education of savers and investors. Improved financial knowledge
on the part of consumers can help restore their confidence in
the financial system. The FSMA has set up a special service
responsible for this task and has prepared and implemented an
action plan to this end.
Specifically:
The financial education programme is structured around three
components:
•The www.wikifin.be website: a portal, continuously being
devel­oped, the aim of which is to provide neutral, reliable and
practical information about various topics to do with money.
The site also provides quizzes and tools for use by consumers,
such as the savings account simulator. Information campaigns
are regularly conducted with a view to making the site more
widely known.
•Teaching: in collaboration with the competent authorities in
the relevant areas, the FSMA helps support schools in offering
financial education by providing pedagogical materials for use
by students and teachers.
•Sharing good practices: the FSMA seeks to develop collaboration among the different Belgian and international actors that
have an interest in financial education.
PENSIONS
The FSMA is responsible for supervising supplementary pensions that employees and the self-employed build up through
their professional activities (known as ‘second-pillar pensions’).
The FSMA supervises compliance with the social legislation
relating to second-pillar pensions, and also oversees the financial health of institutions for occupational retirement provision,
which manage supplementary pension plans.
Specifically:
•The FSMA handles complaints from members and benefi­
ciaries relating to their supplementary pension rights.
•If an institution for occupational retirement provision experiences a shortfall, the FSMA can require it to develop a recovery
or consolidation plan in order to ensure that the shortfall is
made up as soon as possible.
WHAT TYPES OF
ACTION DOES
THE FSMA TAKE?
The FSMA can take a wide range of possible actions in the
course of carrying out its supervisory tasks. An overview:
Contact point, information provision and dialogue
The FSMA is a contact point where financial consumers as well
as companies, institutions and persons under its supervision
can turn for information and explanations of the rules in force.
Circulars, communications, recommendations and moratoria
These are instruments which the FSMA can use to explain and
interpret legislation. They enable the FSMA to indicate how it
will apply the rules, so that the actors concerned know precisely
how to implement the legislation.
Corrective measures
The FSMA can impose a variety of corrective measures. For
instance, where the FSMA determines that some information
is missing from a prospectus, it can require the undertaking
or issuer to publish a correction. If that is not done, the FSMA
itself may publish the additional information. It may also require
changes to be made, if necessary, to advertising materials for
various financial products.
Inspections
The FSMA can ask the undertakings under its supervision to
provide the necessary documentation and information, and can
conduct on-site inspections in order to verify compliance with
all the rules. It can also conduct anonymous inspections regarding certain matters (mystery shopping).
Warnings
Financial service providers who wish to offer their services in
Belgium must first register with or receive authorization from
the competent supervisory authority. If a financial service provider offers services without such registration or authorization,
the FSMA publishes a warning to advise the public. This information is also reported to the judicial authorities.
Suspension
The FSMA ensures that price-sensitive information concerning
listed companies is available to everyone at the same time. If this
is not the case, then the FSMA may decide to suspend trading
in the shares until the information has been made available to
everyone.
Administrative measures
If the FSMA determines that a financial service provider no
longer fulfils the conditions for registration or authorization, it
may take administrative measures. The most severe measure
is striking the intermediary from the register or revoking its
authorization. If that happens, it may no longer carry out its
activities.
Administrative sanctions (fines and penalties)
The FSMA may impose fines or penalties for infringements of
financial legislation. It is not only actors in the financial sector
that fail to keep the rules that may be sanctioned. Companies or
individuals who, for example, infringe the rules on market abuse
may also be required to pay a fine. There is a specific procedure
to follow for imposing administrative fines. This procedure may
also lead to an agreed settlement.
HOW IS THE FSMA
ORGANIZED?
Management Committee (from left to right):
Henk Becquaert, Member
Jean-Paul Servais, Chairman
Annemie Rombouts, Deputy Chairman
Gregory Demal, Member
Status
The members of the FSMA’s governing bodies are appointed by
Royal Decree for a period of six years. The FSMA staff have the
status of (private sector) employees.
Supervisory Board
The Supervisory Board oversees the operations and financing
of the FSMA. The Board also advises on priorities and on the
implementation of the FSMA’s supervisory policy.
Chairman of the Management Committee
The Chairman of the Management Committee is the head of the
FSMA. He represents the FSMA before third parties and before
the law.
Management Committee
The Management Committee is responsible for the administration
and management of the FSMA and determines its policy orientations. All decisions and measures necessary to carry out the
FSMA’s supervisory mandate are taken in this body. All decisions
of the Management Committee are collegial in nature. Each
member of the Management Committee is responsible for overseeing specific services, as indicated on the organization chart
(see next page).
Sanctions Committee
The Sanctions Committee is an independent body that determines the imposition of administrative sanctions. It consists of
ten members: six magistrates and four others who may not be
members of the FSMA’s staff or of its Management Committee.
Management
Committee
General and legal studies, Organization, Communication, Financial education and
International relations
Jean-Paul
SERVAIS,
Chairman
Policy,
legal services
and international
relations
External
and internal
communication
Financial
education
Strategy and
Organization
Operational supervision of the markets and market operators
Annemie
ROMBOUTS,
Deputy Chairman
Supervision of
company information
and surveillance
of financial markets
Supervision of
market operators
Human resources
Operational supervision of products and pensions
Henk
BECQUAERT,
Member
Transversal supervision
of financial products
Supervision of pensions
IT & Infrastructure
Operational supervision of intermediaries and conduct of business rules and Central
inspection team
Gregory
DEMAL,
Member
Investigations
officer
Supervision of lenders
and intermediaries
Enforcement
Supervision of conduct
of business rules and
Central inspection team
Internal
auditor
Management control
Internal audit
WHAT ARE THE
FSMA’S VALUES?
Authority and decisiveness
As a supervisor, the FSMA must exude authority and decisiveness.
It does so by carrying out its tasks efficiently, consistently and
professionally. The FSMA acts decisively in order to enforce the
rules.
Reliability and integrity
In order for its actions to be effective, the FSMA must itself fulfil
its mandate with care and honesty. For this reason, the FSMA
has a team of highly qualified specialists, and makes integrity
and ethics the watchword for itself as well as its employees.
Independence
The FSMA is an autonomous public institution, and the members
of its Management Committee are appointed by Royal Decree
for a period of six years. The FSMA applies the existing rules
independently, without outside influence.
Transparency and accountability
While respecting its obligation of professional secrecy, the FSMA
communicates as transparently as possible about its decisions
and activities, and provides justification for them. It does so,
among other things, by means of its annual report and its website.
HOW DOES
THE FSMA
REPORT ON ITS
ACTIVITIES?
The FSMA reports regularly on its activities and decisions. It
does so by means of its annual report and also maintains a
website that is regularly updated (www.fsma.be). The Chairman
of the Management Committee or the Management Committee
as a whole may be heard by the competent committees of the
Chamber of Representatives and the Senate. Individual decisions
taken by the FSMA may be appealed before the administrative
or judicial courts, as applicable.
THE FSMA’S
PLACE IN THE
WORLD
The development of the European single market and the internationalization of the financial markets means that financial
regulations are increasingly set at European or international level.
International cooperation and collaboration between supervisors have likewise gained in importance.
The FSMA is a member of the European Securities and
Markets Authority (ESMA) and of the European Insurance
and Occupational Pensions Authority (EIOPA). Each of these
authorities contributes, in its own sector, to common supervisory standards and coherent supervisory practices. The FSMA
is an active member of many working groups within ESMA and
EIOPA tasked with preparing policy initiatives. This activity
makes it possible to prepare Belgian supervision in a timely
manner for new developments.
The FSMA also chairs ESMA’s Investor Protection and Inter­me­
dia­ries Standing Committee (IPISC), which plays a key role in
consumer protection.
The FSMA takes part in the work of the European Systemic Risk
Board (ESRB), which is chaired by the president of the European
Central Bank. The ESRB is responsible for analyzing all risks that
could threaten the financial stability of the European Union.
In addition, the FSMA is represented on the international bodies that coordinate supervision at a global level, such as the
International Organization of Securities Commissions (IOSCO)
and the International Organization of Pension Supervisors
(IOPS). The FSMA is member of the Executive Board of IOSCO
and also chairs its Audit Committee and its European Regional
Committee.
Finally, the FSMA has signed numerous bilateral and multilateral
collaboration agreements with fellow supervisory authorities. The
FSMA also sits on a number of supervisory colleges that coordinate the supervision of companies and market infrastructures.
WHERE CAN
I MAKE A
COMPLAINT?
If you have a complaint about a financial service, you can submit it at no cost to the ombudsman for the sector in question.
The FSMA itself handles complaints regarding supplementary
pensions. The FSMA may also take note of complaints about
other financial services, but it does not have the power to
intervene in relations between individual clients and a
financial institution. Mediation between a financial institution and a client is handled by other specialized institutions.
An overview of these institutions and their specific roles can
be found on the FSMA website (www.fsma.be). Consumers of
financial products can also contact the FSMA using the form
provided for the purpose on its website.
HOW CAN I
CONTACT THE
FSMA?
Rue du Congrès / Congresstraat 12-14
1000 Brussels
www.fsma.be
Contact information:
Telephone: +32 (0)2 220 52 11
Fax: +32 (0)2 220 52 75
E-mail: [email protected]
Legal responsibility for this publication:
J.-P. Servais, Rue du Congrès / Congresstraat 12-14 - 1000 Brussels
Photography: Michel Wiegandt
Layout: Gramma nv, Antwerp
Printing: Goekint Graphics, Ostende
Disclaimer:
This document is intended to provide a concise and readable introduction to the work of the FSMA
and cannot be regarded as a legally binding publication.