3:4 In the statutory “fit & proper” provisions, the concept of “senior management” is an important one. This term is defined in Article 1(11) of the NBB Regulation of 9 November 2021 on the exercise of external functions by managers and heads of independent control functions of regulated undertakings and in Article 3(63) of the Brokerage Supervision Act.

3:5 According to this definition, a senior manager is a person that participates in the stockbroking firm’s effective management, namely:

1. when a management committee has been established, the members of this committee and any other person whose position is at the next hierarchical level down, insofar as they can exercise direct and decisive influence on the management of all or some of the firm’s activities, including the managers of foreign branches;
2. when such a committee has not been established, any persons who can exercise direct and decisive influence on the management of all or some of the firm’s activities.

3:6 Senior management thus consists of the members of the management committee and the persons at a hierarchical level immediately below this committee (the so-called “MC-1” level), insofar as these persons can exercise direct and decisive influence on the management of all or some of the firm’s activities.

3:7 Where the firm has not set up a management committee,^[1] “senior management” is understood to mean the executive directors and those persons who, without having the capacity of director, qualify as senior managers due to their ability to exercise direct and decisive influence over the management of all or some of the firm’s activities.

3:8 Furthermore, pursuant to Article 98 of the Brokerage Supervision Act, the managers of foreign branches (in the EEA or a third country) are also considered members of senior management.

3:9  The firm itself decides who forms part of its senior management. For several years now, the NBB has recommended that the statutory governing body draw up a list, by way of a formal decision, of the names and/or functions of those persons who, without being directors, qualify as senior managers.

3:10 Although all senior managers should individually possess the qualities listed in Article 15 of the Brokerage Supervision Act, the appointment - in firms with a management committee - of senior managers who are not members of either the management committee or the statutory governing body need not be notified in advance or submitted for approval to the NBB. This concerns in particular persons at a hierarchical level immediately below that of the management committee who have a direct and decisive influence on the management of all or some of the firm’s activities (MC-1 level). These persons should have the qualities required of senior managers pursuant to Article 15 of the Brokerage Supervision Act. The firm is primarily responsible for ensuring that this is the case. However, as explained in the Fit & Proper Manual, compliance with the above conditions in respect of these persons is not subject to prior approval by the NBB on the basis of Article 61 of the Brokerage Supervision Act but rather is monitored as part of its ongoing supervision of the firm.