Sweden

HARVEST ADVOKATBYRå is a Scandinavian largest independent specialized law firm founded in 2016, with clear emphasis on financial institutions. The banking finance team with 20 lawyers, from innovative emerging companies, settlement institutions, banks, fund managers, credit providers, and other companies that are active in Swedish financial sector. Providing advice to a wide range of clients. Our office advises a wide range of issues on laws and financial regulations, such as compliance, internal audits, application procedures, AML/CTF, sustainable finance, and technology outsourcing of financial institutions. 。 The office has maintained frequent and closely contact with the Swedish Financial Supervision Agency (SFSA), and many staff are SFSA OBs. The scope of the service of our office also includes advice on companies in banks and financial sectors, such as establishing a corporation, transaction support, creating and negotiating contracts. He also advises data privacy and data protection issues.

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1. Legislative Framework

1.1 Key Laws and Regulations

Main laws and regulations on Swedish bank sector

Swedish bank regulations are derived from the EU's command and regulations, reflecting the Sweden members in the European Union (EU). However, the main domestic law of Sweden's banking department is the Bank and Financial Business Law (SFS 2004: 297). The law covers various aspects, including approval, governance, business, company regulations, credit evaluation, ownership, and supervision.

Regarding the soundness of financials, the capital regulation ((EU) 575/2013) (revised in the rules (EU) 2019/876 (CRR II)) (CRR) is directly applied. As two additional substance methods that complement this regulation, the credit that implements the 4th sel f-capital regulation command (revised by 2013/36/EU) (Directors (EU) 2019/878 (CRD V)) (CRD). There are institutions and securities companies (special coaches) laws (SFS 2014: 968) and Capital Buffer Law (SFS 2014: 966).

Regarding recovery and bankruptcy treatment, the Breaking Properties (SFS 2015: 1016) implemented the Bank collection/failure processing order (2014/59/EU) (Directors (EU) 2019/879 (BRD II)) (BRRD). It is a related domestic law.

Other laws and regulations applicable to the banking sector, depending on the specific services offered, include:

• Money Laundering and Terrorist Financing (Prevention) Act (SFS 2017:630);
• Payment Services Act (SFS 2010:751);
• Electronic Money Act (SFS 2011:755);
• Securities Market Act (SFS 2007:528);
• Investment Funds Act (SFS 2004:46);
• Alternative Investment Fund Managers Act (SFS 2013:561);
• Mortgage Business Act (SFS 2016:1024);
• Insurance Distribution Act (SFS 2018:1219);
• Consumer Credit Act (SFS 2010:1846);
• Deposit Business Act (SFS 2004:299), and
• Covered Bonds (Issuance) Act (2003:1223).

The Swedish Financial Supervisory Authority (SFSA) also issues regulations and general guidelines that complement the basic regulations. Regulations are binding and require compliance, while general guidelines provide recommendations on compliance with binding provisions.

Swedish banking supervision involves several authorities: SFSA, the Swedish central bank (Riksbanken), the Swedish National Debt Agency (Riksgälden) and the Ministry of Finance (Finansdepartementet). These institutions form the Financial Stability Board, which is a forum for discussing financial stability and crisis measures. However, decisions are taken independently by the government and the relevant authorities.

SFSA is responsible for micro- and macro-level supervision of banks, carrying out on-site inspections and requesting information to analyze and control their operations. It also monitors systemic risks such as financial imbalances in credit markets.

Sweden's central bank

The Swedish central bank's mission is to promote a stable financial system and it focuses on maintaining a safe payment system and responding to potential financial crises. Regular monitoring includes an analysis of risks to the stability of the financial system, including payment systems, major banking groups, borrower profiles and macroeconomic developments.

Swedish Debt Agency

The Swedish Debt Agency, tasked with managing banks in crisis situations and overseeing the deposit insurance scheme, plays a key role in financial stability.

Ministry of Finance

The Ministry of Finance, responsible for formulating the laws and regulations applicable to the financial system, plays a key role in shaping the legal framework for the banking sector.

2. Authorisation

2.1 Licences and Application Process

Types of licences

Banking or financial activities can only be carried out after being authorised by the SFSA, with some exceptions. The prerequisites for carrying out banking or financial activities are set out in the Banking and Financial Activities Act (2004:297) and the Banking and Financial Activities Ordinance (2004:329). Special rules for savings banks are set out in the Savings Banks Act (1987:619) and for member banks in the Member Banks Act (1995:1570).

Definition

Banking activities include:

• Payment services through the general payment system
• Receipt of funds available to creditors within 30 days after notice of termination.

Lending activities include:

• Acceptance of repayable funds from citizens.
• Giving loans, guaranteeing loans, acquiring claims for the purpose of lending, granting rights to use movable property (leasing).

Foreign banks

Credit institutions (including both banks and credit market activities) located in an EEA member state can carry out business in Sweden through branches or by providing services in Sweden from their home country. Credit institutions located in non-EEA countries may operate in Sweden through branches or representative offices.

Scope of activities and services

Banks may engage in a wide range of activities, in particular:

• Borrowing funds (e. g. accepting deposits from the general public and issuing bonds or other equivalent debt instruments);
• Granting and intermediating consumer credit and loans secured by real estate or receivables;
• Participating in fund raising, such as acquiring receivables or leasing movable property;
• Providing payment services under the Payment Services Act (SFS 2010:751);
• Providing payment instruments;
• Issuing guarantees and assuming similar obligations;
• Participating in the issuance of securities;
• Providing financial advice;
• Care of securities;
• Performing letter of credit operations;
• Providing bank safe deposit services;
• Currency transactions;
• Performing securities activities in accordance with the conditions laid down in the Securities Market Act (SFS 2007:528);
• Providing credit information in accordance with the conditions laid down in the Credit Information Act (SFS 1973:1173).
• Issue electronic money in accordance with the provisions of the Electronic Money Act (SFS 2011:755).

This list is just an example, and as a result, banking and duties can be performed only if there is a natural relationship with the loan work.

Conditions of approval

Sweden's Limited Co., Ltd. and Cooperative may be given permission to make a loan work. Such an entity is called a credit market entity. Banking licenses are given to Sweden's limited liability companies, cooperatives, and savings banks.

Other general conditions that need to be satisfied to get a license are as follows:

• The articles of incorporation include the specific provisions required in consideration of the scope and properties of the planned work;
• There is a basis that planned work is expected to be implemented in accordance with the provisions of bank regulations and other laws and regulations;
• It is determined that the holder or scheduled person of the company's qualified shares is suitable for exercising important impact on bank management;
• The members of the Company's Board of Directors, Managing Director, or any of the alternate directors mentioned above have sufficient insight and experience in participating in bank management, and are suitable for such duties;
• The whole board of directors has sufficient expertise and experience in running the company.
• At the time of the license decision, there is an initial capital equivalent to more than 5 million euros.

In conjunction with the evaluation of whether the holder is appropriate, the reputation and financial skills of the holder shall be considered. It also considers whether there is a reason to think as follows:

• The holder hinders the ability to operate in complying with the requirements of banks regulating operations.
• The holder may be related to money laundering and terrorism procurement, or may increase its risk.

Submitted documents

The Banking and Financial Ordinance (2004: 329) stipulates the procedures applied to the application and the information to be included in the application. This is also an overview of the SFSA general guidelines (FFFS 2011: 50) regarding banking or financial business approval application, and is stipulated that the following items must be described in the application form: <. SPAN> This list is just an example, and as a result, banks can do other loans and operations only when they are naturally related to loan operations.

• Conditions of approval
• Sweden's Limited Co., Ltd. and Cooperative may be given permission to make a loan work. Such an entity is called a credit market entity. Banking licenses are given to Sweden's limited liability companies, cooperatives, and savings banks.

Other general conditions that need to be satisfied to get a license are as follows:

• The articles of incorporation include the specific provisions required in consideration of the scope and properties of the planned work;
• There is a basis that planned work is expected to be implemented in accordance with the provisions of bank regulations and other laws and regulations;
• It is determined that the holder or scheduled person of the company's qualified shares is suitable for exercising important impact on bank management;
• The members of the Company's Board of Directors, Managing Director, or any of the alternate directors mentioned above have sufficient insight and experience in participating in bank management, and are suitable for such duties;
• The whole board of directors has sufficient expertise and experience in running the company.
• At the time of the license decision, there is an initial capital equivalent to more than 5 million euros.
• In conjunction with the evaluation of whether the holder is appropriate, the reputation and financial skills of the holder shall be considered. It also considers whether there is a reason to think as follows:
• The holder hinders the ability to operate in complying with the requirements of banks regulating operations.

1. The holder may be related to money laundering and terrorism procurement, or may increase its risk.
2. Submitted documents
3. The Banking and Financial Ordinance (2004: 329) stipulates the procedures applied to the application and the information to be included in the application. This is also an overview of the SFSA general guidelines (FFFS 2011: 50) regarding banking or financial business approval application, and is stipulated that the following items must be described in the application form. The list is just an example, and as a result, banks can do other financing and operations only when they have a natural relationship with the loan work.
4. Conditions of approval
• Sweden's Limited Co., Ltd. and Cooperative may be given permission to make a loan work. Such an entity is called a credit market entity. Banking licenses are given to Sweden's limited liability companies, cooperatives, and savings banks.

Other general conditions that need to be satisfied to get a license are as follows:

The articles of incorporation include the specific provisions required in consideration of the scope and properties of the planned work;

There is a basis that planned work is expected to be implemented in accordance with the provisions of bank regulations and other laws and regulations;

It is determined that the holder or scheduled person of the company's qualified shares is suitable for exercising important impact on bank management;

The members of the Company's Board of Directors, Managing Director, or any of the alternate directors mentioned above have sufficient insight and experience in participating in bank management, and are suitable for such duties;

3. Control

3.1 Requirements for Acquiring or Increasing Control Over a Bank

The whole board of directors has sufficient expertise and experience in running the company.

At the time of the license decision, there is an initial capital equivalent to more than 5 million euros.

In conjunction with the evaluation of whether the holder is appropriate, the reputation and financial skills of the owner shall be considered. It also considers whether there is a reason to think as follows:

The holder hinders the ability to operate in complying with the requirements of banks regulating operations.

The holder may be related to money laundering and terrorism procurement, or may increase its risk.

Submitted documents

The Banking and Financial Ordinance (2004: 329) stipulates the procedures applied to the application and the information to be included in the application. This is also an outlined on the SFSA general guidelines (FFFS 2011: 50) regarding the application for authorization of banking or financial business, and stipulates that the following items must be stated:

articles of incorporation

business plan.

• In the business plan, the following information is described and attached:
• Organizational diagram
• Business consignment contract

Group or owner's pass diagram

Documents related to ownership and management rights

Annual report, intermediate report, prediction and lending instructions;

• Guidelines and instructions on risk management, customer protection, ethical rules, important events, money laundering and terrorist funding measures, auditing functions
• Explanation of business
• Detailed explanation of the work to be implemented. This explanation should include the following:
• Outline of how to organize work (organizational diagram);
• General explanation of business fields and functions;
• Information on the number of employees divided by various business fields and functions;
• Descriptions on the responsibilities and positions of employees who have special responsibilities in specific functions or business fields;
• Information should also provide information about how the company intends to organize and configure the responsibility of IT support and information security.
• Application process

Submit the original and 1 copy of the application to SFSA. Another part must be submitted to the company auditor. The applicant must pay a 1, 400, 000, 000 clone fee at the same time as the application.

Other general conditions that need to be satisfied to get a license are as follows:

After the application fee is paid, the administrator shall conduct a formal screening of the application and check if there is any incomplete application. If there is a formal defect, SFSA requires supplementary information. Once the application has been officially completed, SFSA starts an important examination of the documents to evaluate whether the approval conditions are satisfied. SFSA may request supplementary information before the decision is made during the examination process.

4. Supervision

4.1 Corporate Governance Requirements

If the application is officially completed and the commission is paid, SFSA will make a decision within 6 months. < SPAN> Articles of incorporation

business plan.

In the business plan, the following information is described and attached:

Organizational diagram

Business consignment contract

Group or owner's pass diagram

Documents related to ownership and management rights

Annual report, intermediate report, prediction and lending instructions;

Guidelines and instructions on risk management, customer protection, ethical rules, important events, money laundering and terrorist funding measures, auditing functions

Explanation of business

Detailed explanation of the work to be implemented. This explanation should include the following:

Outline of how to organize work (organizational diagram);

General explanation of business fields and functions;

Information on the number of employees divided by various business fields and functions;

Descriptions on the responsibilities and positions of employees who have special responsibilities in specific functions or business fields;

Information should also provide information about how the company intends to organize and configure the responsibility of IT support and information security.

Application process

Submit the original and 1 copy of the application to SFSA. Another part must be submitted to the company auditor. The applicant must pay a 1, 400, 000, 000 clone fee at the same time as the application.

4.2 Registration and Oversight of Senior Management

When the application reaches SFSA, the application becomes a project and the reference number is assigned. Later, the administrator was appointed as the person in charge of the case, and SFSA was confirmed that the application was accepted.

After the application fee is paid, the administrator shall conduct a formal screening of the application and check if there is any incomplete application. If there is a formal defect, SFSA requires supplementary information. Once the application has been officially completed, SFSA starts an important examination of the documents to evaluate whether the approval conditions are satisfied. SFSA may request supplementary information before the decision is made during the examination process.

If the application is officially completed and the commission is paid, SFSA will make a decision within 6 months. articles of incorporation

business plan.

• In the business plan, the following information is described and attached:
• Organizational diagram
• Business consignment contract
• Group or owner's pass diagram

Documents related to ownership and management rights

• Annual report, intermediate report, prediction and lending instructions;
• Guidelines and instructions on risk management, customer protection, ethical rules, important events, money laundering and terrorist funding measures, auditing functions
• Explanation of business
• Detailed explanation of the work to be implemented. This explanation should include the following:
• Outline of how to organize work (organizational diagram);
• General explanation of business fields and functions;

Information on the number of employees divided by various business fields and functions;

Descriptions on the responsibilities and positions of employees who have special responsibilities in specific functions or business fields;

Information should also provide information about how the company intends to organize and configure the responsibility of IT support and information security.

Application process

Submit the original and 1 copy of the application to SFSA. Another part must be submitted to the company auditor. The applicant must pay a 1, 400, 000, 000 clone fee at the same time as the application.

When the application reaches SFSA, the application becomes a project and the reference number is assigned. Later, the administrator was appointed as the person in charge of the case, and SFSA was confirmed that the application was accepted.

4.3 Remuneration Requirements

After the application fee is paid, the administrator shall conduct a formal screening of the application and check if there is any incomplete application. If there is a formal defect, SFSA requires supplementary information. Once the application has been officially completed, SFSA starts an important examination of the documents to evaluate whether the approval conditions are satisfied. SFSA may request supplementary information before the decision is made during the examination process.

If the application is officially completed and the commission is paid, SFSA will make a decision within 6 months.

Requirements for changing control

• Prior to acquiring qualified shares, it is necessary to submit a share acquisition approval application to SFSA.
• Equit y-owned shares is defined as a holding (such as a shareholder contract, etc.) that can exercise directly or indirectly or have an important impact on management, which accounts for more than 10 % of capital or voting rights. Huh. In addition, if the direct or indirect shareholding ratio increases to a specified ratio of 20 %, 30 %, 50 %, or if the business becomes a subsidiary, a notification is also required.
• It is necessary to obtain approval before acquisition. If the acquisition is performed as a result of the division of the coupl e-shared property, the disposal by will, the distribution of the company, or the other similar measures, the acquisition person needs to agree to hold the shares of the participation. 。 In that case, the acquirer must apply for consent within six months after acquisition.

limit

Currently, Sweden banks have no specific restrictions on personal ownership or geographical restrictions on foreign owners. However, Sweden has introduced a new law ("FDI Law") to enforce the EU screening rules (REGULATION (EC) 2019/452). The purpose of this screening is to judge whether related foreign investment may harm national security and public order and morals. The FDI method was enforced on December 1, 2023 and has a major impact on investment. All investments in the FDI method must be approved by the examination authorities before closing or make no more measures. At present, it is unclear which financial institutions provide "protected activities" and then be considered to be within the scope of this system.

Elements to be considered

If the buyer is deemed to be suitable for exercising important influence on bank management and can be assumed that the expected acquisition is financially healthy, the acquisition must be approved. It must take into account the impact that the buyer will have on the bank's business. < SPAN> Requirements for changing control

Prior to acquiring qualified shares, it is necessary to submit a share acquisition approval application to SFSA.

Equit y-owned shares is defined as a holding (such as a shareholder contract, etc.) that can exercise directly or indirectly or have an important impact on management, which accounts for more than 10 % of capital or voting rights. Huh. In addition, if the direct or indirect shareholding ratio increases to a specified ratio of 20 %, 30 %, 50 %, or if the business becomes a subsidiary, a notification is also required.

It is necessary to obtain approval before acquisition. If the acquisition is performed as a result of the division of the coupl e-shared property, the disposal by will, the distribution of the company, or the other similar measures, the acquisition person needs to agree to hold the shares of the participation. 。 In that case, the acquirer must apply for consent within six months after acquisition.

• limit
• Currently, Sweden banks have no specific restrictions on personal ownership or geographical restrictions on foreign owners. However, Sweden has introduced a new law ("FDI Law") to enforce the EU screening rules (REGULATION (EC) 2019/452). The purpose of this screening is to judge whether related foreign investment may harm national security and public order and morals. The FDI method was enforced on December 1, 2023 and has a major impact on investment. All investments in the FDI method must be approved by the examination authorities before closing or make no more measures. At present, it is unclear which financial institutions provide "protected activities" and then be considered to be within the scope of this system.
• Elements to be considered
• If the buyer is deemed to be suitable for exercising important influence on bank management and can be assumed that the expected acquisition is financially healthy, the acquisition must be approved. It must take into account the impact that the buyer will have on the bank's business. Requirements for changing control

Prior to acquiring qualified shares, it is necessary to submit a share acquisition approval application to SFSA.

Equit y-owned shares is defined as a holding (such as a shareholder contract, etc.) that can exercise directly or indirectly or have an important impact on management, which accounts for more than 10 % of capital or voting rights. Huh. In addition, if the direct or indirect shareholding ratio increases to a specified ratio of 20 %, 30 %, 50 %, or if the business becomes a subsidiary, a notification is also required.

It is necessary to obtain approval before acquisition. If the acquisition is performed as a result of the division of the coupl e-shared property, the disposal by will, the distribution of the company, or the other similar measures, the acquisition person needs to agree to hold the shares of the participation. 。 In that case, the acquirer must apply for consent within six months after acquisition.

limit

Currently, Sweden banks have no specific restrictions on personal ownership or geographical restrictions on foreign ownership. However, Sweden has introduced a new law ("FDI Law") to enforce the EU screening rules (REGULATION (EC) 2019/452). The purpose of this screening is to judge whether related foreign investment may harm national security and public order and morals. The FDI method was enforced on December 1, 2023 and has a major impact on investment. All investments in the FDI method must be approved by the examination authorities before closing or make no more measures. At present, it is unclear which financial institutions provide "protected activities" and then be considered to be within the scope of this system.

Elements to be considered

If the buyer is deemed to be suitable for exercising important influence on bank management and can be assumed that the expected acquisition is financially healthy, the acquisition must be approved. It must take into account the impact that the buyer will have on the bank's business.

In the case of evaluation, the buyer's reputation and financial skills must be considered. The following points must also be considered:

5. AML/KYC

5.1 AML and CFT Requirements

As a result of the acquisition, those who are directors of credit agencies, managers, or those who are the servants have sufficient insight and experience in participating in bank management, and suitable for such duties. Whether or not the Board of Directors has sufficient expertise and experience to run a credit institution as a whole;

There is a reason that the buyer believes that it will inhibit the abilities of credit agencies operated in complying with laws and regulations that regulate bank operations.

• There is a reason to believe that the acquisition can be related to money laundering or terrorism funding, or that it can increase its risk.
• Information to be described in the application form
• SFSA's "Rules on ownership, ownership management and management evaluation of the credit agency" (FFFS 2023: 13) stipulates information that the company must submit to SFSA in connection with ownership evaluation. These rules are applied during continuous ownership evaluation, but not applied when applying for approval. At the approval stage, the following items are applied: European Assembly and Board of Directors on Regulatory Technology 2013/36/EU, which supplements the European Commission on June 17, 2022 (EU) 202222/2580 Provides information to be submitted by the approval application of a credit agency and factors that prevent the jurisdiction from performing efficient supervision.
• The following information includes the following:
• Information about the acquirer
• Registration certificate

Financial status (including annual report)

Information about Board of Directors and Senior Manager

6. Depositor Protection

6.1 Depositor Protection Regime

Explanation of ownership chain;

Relationships and profits;

Information about acquisition

Collection of acquisition

Detailed information about business planning and acquisition

As part of the ownership evaluation, SFSA collects information from, for example, Swedish police, Swedish registered bureaus, Swedish tax, Swedish executives, and credit ratings.

7. Bank Secrecy

7.1 Bank Secrecy Requirements

In the application process < Span>, the reputation and financial skills of the buyer must be considered. The following points must also be considered:

As a result of the acquisition, those who are directors of credit agencies, managers, or those who are the servants have sufficient insight and experience in participating in bank management, and suitable for such duties. Whether or not the Board of Directors has sufficient expertise and experience to run a credit institution as a whole;

There is a reason that the buyer believes that it will inhibit the abilities of credit agencies operated in complying with laws and regulations that regulate bank operations.

• There is a reason to believe that the acquisition can be related to money laundering or terrorism funding, or that it can increase its risk.
• Information to be described in the application form
• SFSA's "Rules on ownership, ownership management and management evaluation of the credit agency" (FFFS 2023: 13) stipulates information that the company must submit to SFSA in connection with ownership evaluation. These rules are applied during continuous ownership evaluation, but not applied when applying for approval. At the approval stage, the following items are applied: European Assembly and Board of Directors on Regulatory Technology 2013/36/EU, which supplements the European Commission on June 17, 2022 (EU) 202222/2580 Provides information to be submitted by the approval application of a credit agency and factors that prevent the jurisdiction from performing efficient supervision.
• The following information includes the following:

Information about the acquirer

Registration certificate

• Financial status (including annual report)
• Information about Board of Directors and Senior Manager
• Explanation of ownership chain;
• Relationships and profits;
• Information about acquisition
• Collection of acquisition

Detailed information about business planning and acquisition

• As part of the ownership evaluation, SFSA collects information from, for example, Swedish police, Swedish registered bureaus, Swedish tax, Swedish executives, and credit ratings.
• When evaluating the application process, the reputation and financial skills of the buyer must be considered. The following points must also be considered:
• As a result of the acquisition, those who are directors of credit agencies, managers, or those who are the servants have sufficient insight and experience in participating in bank management, and suitable for such duties. Whether or not the Board of Directors has sufficient expertise and experience to run a credit institution as a whole;
• There is a reason that the buyer believes that it will inhibit the abilities of credit agencies operated in complying with laws and regulations that regulate bank operations.

8. Prudential Regime

8.1 Capital, Liquidity and Related Risk Control Requirements

There is a reason to believe that the acquisition can be related to money laundering or terrorism funding, or that it can increase its risk.

Information to be described in the application form

SFSA's "Rules on ownership, ownership management and management evaluation of the credit agency" (FFFS 2023: 13) stipulates information that the company must submit to SFSA in connection with ownership evaluation. These rules are applied during continuous ownership evaluation, but not applied when applying for approval. At the approval stage, the following items are applied: European Assembly and Board of Directors on Regulatory Technology 2013/36/EU, which supplements the European Commission on June 17, 2022 (EU) 202222/2580 Provides information to be submitted by the approval application of a credit agency and factors that prevent the jurisdiction from performing efficient supervision.

The following information includes the following:

Information about the acquirer

Registration certificate

Financial status (including annual report)

Information about Board of Directors and Senior Manager

Explanation of ownership chain;

Relationships and profits;

Information about acquisition

Collection of acquisition

Detailed information about business planning and acquisition

As part of the ownership evaluation, SFSA collects information from, for example, Swedish police, Swedish registered bureaus, Swedish tax, Swedish executives, and credit ratings.

Application process

SFSA decisions regarding the acquisition approval are issued within 60 business days after sending confirmation notes (evaluation period). If SFSA requests supplementary information, the evaluation period can be extended. SFSA is deemed to have agreed to the acquisition if the authorities did not make a decision on the application during the evaluation period. The commission is currently 30, 800 Crone.

Governance rule

The main corporate governance rules applied to banks are stipulated in SFSA rules and general guidelines for governance, risk management and control (FFFS 2014: 1). The internal governance (EBA/GL/2021/05) issued by the European Bank of Bank Supervision (EBA) is also the risk of organizational structures, corresponding responsibilities, banks that are exposed or exposed Applied in connection with bank governance, including the process of identifying, managing, monitoring, and reporting, and the framework of internal control. Part of the rules is not applied because domestic laws are incompatible with guidelines in several fields (nomination committees and members of the Independent Board of Directors).

The main governance rules are as follows.

General organization requirements

The company must secure the healthy and efficient governance of the business, and have an appropriate and transparent organizational structure that has a clear function sharing and responsibilities that SFSA can perform efficient supervision. Not.

Responsibility of Board of Directors and Managing Director

When formulating a company strategy, the Board of Directors observes the lon g-term financial benefits, the risks that may be exposed or exposed, and the capitals necessary to cover the risks. I have to do it. The members of the Board of Directors have a healthy knowledge and understanding of the company's organizational structure and processes to make sure that the company's organizational structure and processes have been determined. The members of the Board of Directors must be familiar with the nature and range of business and risk.

Board of Directors or Managing Director will regularly review and evaluate the efficiency of organizational structure, procedures, measures, methods, etc. set by the company to comply with laws and other laws and regulations that regulate the work to be approved. 。 In addition, the board of directors or managing directors shall take appropriate measures to deal with the deficiencies.

Ethics rules

The company must carry out an ethically responsible professional attitude and maintain a healthy risk culture.

Business conflict

The company must identify and deal with it if there is a conflict of interest in business or if it is. Establish i n-house rules that define how to respond to conflicts of profits. I n-house regulations must be appropriate in consideration of the size, organization, business of the work, the nature, range, and complexity of the company.

Risk management

Risk management system Risk management system risk management system risk management system risk management system risk management system continuously identifies and measured risks that are currently exposed or exposed to the company. You must have a risk management system that includes the strategies, processes, processes, procedures, internal rules, limit, control, and reporting procedures required for management, internal reporting, and control.

9. Insolvency, Recovery and Resolution

9.1 Legal and Regulatory Framework

Control function

The company must have a risk management function, compliance function, and internal audit function. The control function shall be independent in the organization. For small and mediu m-sized enterprises that are not complicated, the risk management function and compliance function may be integrated.

Outsourcing arrangement

• The company must provide internal rules to manage external contracts. The company must pay sufficient skills, caution, and caution when concluding, managing, and terminating an external outsourcing agreement on business or functions that are important for business.
• The approval of the regulatory authorities related to the appointment < SPAN> Board of Directors or Managing Director of the Directors of Directors, and efficiency, such as the organizational structure, procedures, measures, methods, etc. set by the company to comply with laws and other laws and regulations that regulate the business to be approved. Review and evaluate gender regularly. In addition, the board of directors or managing directors shall take appropriate measures to deal with the deficiencies.
• Ethics rules
• The company must carry out an ethically responsible professional attitude and maintain a healthy risk culture.
• Business conflict

The company must identify and deal with it if there is a conflict of interest in business or if it is. Establish i n-house rules that define how to respond to conflicts of profits. I n-house regulations must be appropriate in consideration of the size, organization, business of the work, the nature, range, and complexity of the company.

Risk management

Risk management system Risk management system risk management system risk management system risk management system risk management system continuously identifies and measured risks that are currently exposed or exposed to the company. You must have a risk management system that includes the strategies, processes, processes, procedures, internal rules, limit, control, and reporting procedures required for management, internal reporting, and control.

Control function

10. Horizon Scanning

10.1 Regulatory Developments

The company must have a risk management function, compliance function, and internal audit function. The control function shall be independent in the organization. For small and mediu m-sized enterprises that are not complicated, the risk management function and compliance function may be integrated.

• Outsourcing arrangement

• The company must provide internal rules to manage external contracts. The company must pay sufficient skills, caution, and caution when concluding, managing, and terminating an external outsourcing agreement on business or functions that are important for business.
• The Affairs and Managing Director of the Approval of the Regulatory Authority or Managing Director of the Affairs of the Affairs, regularly, the company's organizational structure, procedures, measures, methods, etc. set by the company to comply with laws and other laws and regulations. Review and evaluate. In addition, the board of directors or managing directors shall take appropriate measures to deal with the deficiencies.
• Ethics rules
• The company must carry out an ethically responsible professional attitude and maintain a healthy risk culture.

11. ESG

11.1 ESG Requirements

Business conflict

The company must identify and deal with it if there is a conflict of interest in business or if it is. Establish i n-house rules that define how to respond to conflicts of profits. I n-house regulations must be appropriate in consideration of the size, organization, business of the work, the nature, range, and complexity of the company.

Risk management

Risk management system Risk management system risk management system risk management system risk management system risk management system continuously identifies and measured risks that are currently exposed or exposed to the company. You must have a risk management system that includes the strategies, processes, processes, procedures, internal rules, limit, control, and reporting procedures required for management, internal reporting, and control.

Control function

The company must have a risk management function, compliance function, and internal audit function. The control function shall be independent in the organization. For small and mediu m-sized enterprises that are not complicated, the risk management function and compliance function may be integrated.

Outsourcing arrangement

The company must provide internal rules to manage external contracts. The company must pay sufficient skills, caution, and caution when concluding, managing, and terminating an external outsourcing agreement on business or functions that are important for business.

Approval of regulatory authorities regarding appointment

The main requirements applied to advanced managers are stipulated in the Bank Financial Business Law (SFS 2004: 297), and the law is a member of the Board of Directors or the Managing Director of the Board of Directors, or any of the abov e-mentioned supplements. The director has sufficient insight and experience to participate in bank management, is suitable for other duties, and has sufficient expertise and experience to run a company as a whole board. It is specified.

Sweden banks also have the "guidelines on the aptitude evaluation of members of management institutions" (ESMA35-36-2319 and EBA/GL/2021/06), which were jointly formulated by ESMA and EBA, except for some provisions. You will be applied to the guidelines (EBA/GL/2021/06) regarding the aptitude evaluation of the executives.

Harvest Advokatbyrå AB

If you appoint or change the following positions of the bank, you must apply to SFSA regarding the aptitude evaluation:

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Authors

HARVEST ADVOKATBYRå is a Scandinavian largest independent specialized law firm founded in 2016, with clear emphasis on financial institutions. The banking finance team with 20 lawyers, from innovative emerging companies, settlement institutions, banks, fund managers, credit providers, and other companies that are active in Swedish financial sector. Providing advice to a wide range of clients. Our office advises a wide range of issues on laws and financial regulations, such as compliance, internal audits, application procedures, AML/CTF, sustainable finance, and technology outsourcing of financial institutions. 。 The office has maintained frequent and closely contact with the Swedish Financial Supervision Agency (SFSA), and many staff are SFSA OBs. The scope of the service of our office also includes advice on companies in banks and financial sectors, such as establishing a corporation, transaction support, creating and negotiating contracts. He also advises data privacy and data protection issues.

Board of Directors

Supplementary director

A person who performs the Managing Director or Deputy Managing Director, that is, the Managing Director.

As part of compatibility evaluation, SFSA gathers information from Swedish Police, Swedish Corporation Registered Bureau, Swedish tax authorities, Swedish executives, and companies that provide credit rating. Other information and documents that need to be stated in the application form are as follows:

Information about the subject of aptitude evaluation;

Work history and advanced managers

Resumes including related information about educational background, work experience, and other roles;

Eligible ownership;

Relationships and interests

reputation.

SFSA decisions will be issued within 60 business days if the application is paid for 16, 800 Sweden Crone.

For each change of the board of directors, the company must evaluate whether the whole board of directors has the knowledge and experience necessary for company management.

Accountability

Regarding the accountability, the Bank Board of Directors is responsible for ensuring the implementation of the bank's business. < SPAN> The main requirements applied to senior managers are stipulated in the Bank Financial Business Law (SFS 2004: 297), and the law is a member of the Board of Directors or the Managing Director, or in some cases. The person who serves as a supplementary director has sufficient insight and experience to participate in the management of banks, is suitable for other duties, and has sufficient expertise and experience to run a company as a whole board of directors. Is stipulated.

Sweden banks also have the "guidelines on the aptitude evaluation of members of management institutions" (ESMA35-36-2319 and EBA/GL/2021/06), which were jointly formulated by ESMA and EBA, except for some provisions. You will be applied to the guidelines (EBA/GL/2021/06) regarding the aptitude evaluation of the executives.

If you appoint or change the following positions of the bank, you must apply to SFSA regarding the aptitude evaluation:

Chairman

Board of Directors

Supplementary director

A person who performs the Managing Director or Deputy Managing Director, that is, the Managing Director.

As part of compatibility evaluation, SFSA gathers information from Swedish Police, Swedish Corporation Registered Bureau, Swedish tax authorities, Swedish executives, and companies that provide credit rating. Other information and documents that need to be stated in the application form are as follows:

Information about the subject of aptitude evaluation;

Work history and advanced managers

Resumes including related information about educational background, work experience, and other roles;

Eligible ownership;

Relationships and interests

reputation.

SFSA decisions will be issued within 60 business days if the application is paid for 16, 800 Sweden Crone.

For each change of the board of directors, the company must evaluate whether the whole board of directors has the knowledge and experience necessary for company management.

Accountability

Regarding the accountability, the Bank Board of Directors is responsible for ensuring the implementation of the bank's business. The main requirements applied to advanced managers are stipulated in the Bank Financial Business Law (SFS 2004: 297), and the law is a member of the Board of Directors or the Managing Director of the Board of Directors, or any of the abov e-mentioned supplements. The director has sufficient insight and experience to participate in bank management, is suitable for other duties, and has sufficient expertise and experience to run a company as a whole board. It is specified.

Sweden banks also have the "guidelines on the aptitude evaluation of members of management institutions" (ESMA35-36-2319 and EBA/GL/2021/06), which were jointly formulated by ESMA and EBA, except for some provisions. You will be applied to the guidelines (EBA/GL/2021/06) regarding the aptitude evaluation of the executives.

If you appoint or change the following positions of the bank, you must apply to SFSA regarding the aptitude evaluation:

Chairman

Board of Directors

Supplementary director

Resumes including related information about educational background, work experience, and other roles;

As part of compatibility evaluation, SFSA gathers information from Swedish Police, Swedish Corporation Registered Bureau, Swedish tax authorities, Swedish executives, and companies that provide credit rating. Other information and documents that need to be described in the application form are as follows:

Information about the subject of aptitude evaluation;

Work history and advanced managers

Resumes including related information about educational background, work experience, and other roles;

Eligible ownership;

Relationships and interests

reputation.

SFSA decisions will be issued within 60 business days if the application is paid for 16, 800 Sweden Crone.

For each change of the board of directors, the company must evaluate whether the whole board of directors has the knowledge and experience necessary for company management.

Accountability

Regarding the accountability, the Bank Board of Directors is responsible for ensuring the implementation of the bank's business.

The SFSA may intervene against a bank's directors, managing directors or their representatives if the bank breaches certain obligations under its business. Intervention will only occur if the breach is serious and the person in question caused the breach intentionally or with gross negligence.

Furthermore, senior management may also have to compensate the company, shareholders or other persons for damages caused by breaches of the Banking and Financial Services Act (SFS 2004:297) and the Companies Act (SFS 2005:551) - but only if the damages were caused intentionally or with negligence.

The requirements regarding the remuneration policy and remuneration practices of banks licensed in Sweden are governed by the SFSA's Regulation on the remuneration structures of credit institutions, investment companies and fund managers licensed for discretionary portfolio management (FFFS 2011:1).

As part of compatibility evaluation, SFSA gathers information from Swedish Police, Swedish Corporation Registered Bureau, Swedish tax authorities, Swedish executives, and companies that provide credit rating. Other information and documents that need to be stated in the application form are as follows:

The Board of Directors shall decide: