5:1 Good governance requirements also apply in the context of a group, as defined in Article 25 of Directive (EU) 2019/2034.  Indeed, rules of good governance should be complied with on a consolidated and, if applicable, sub-consolidated basis. This chapter applies to all types of groups (at EEA level, Member State level and Belgian level) and subgroups (at Member State or Belgian level).

5:2 With regard to group supervision, a distinction is made between:

• investment firms that are part of a group consisting of a parent company and its subsidiaries, including at least one credit institution (a “banking group”); and
• investment firms that are part of a group consisting of a parent company and its subsidiaries, not including a credit institution (an “investment firms group”).

5:3 In the first case, consolidated supervision is governed by the Banking Act^[1] and Regulation (No) 575/2013, and reference should be made to the Governance Manual for the Banking Sector which details the governance rules applicable to groups, distinguishing between groups for which a Belgian entity is responsible for ensuring compliance with the prudential rules on a consolidated basis and those for which an institution governed by the law of another Member State or a third country is responsible for doing so.

5:4 For the second group, the European legislature established a new regime in Regulation (No) 2019/2033 and Directive 2019/2034, which has been transposed into Belgian law by the Brokerage Supervision Act. This legislation concerns both the consolidated supervision of investment firms groups and supervision of compliance with the capital test for groups of investment firms with a simpler structure and risk profile.  Under this special regime, the parent company of the group can, in lieu of prudential consolidation, maintain sufficient capital to cover the book value of the holdings in its subsidiaries.

5:5 The following sections focus on the second group only, covered by Section III of Chapter IV of the Brokerage Supervision Act.  Section IV concerns the supplementary supervision of conglomerates of stockbroking firms, regardless of whether a credit institution forms part of the group to which they belong. As this supervision is governed at European level by Directive 2011/89/EU, Section IV refers to the transposition of this directive by means of the Banking Act.

^{[1] Act of 25 April 2014 on the legal status and supervision of credit institutions, transposing Directive 2013/36/EU.}