General organisational obligations; Authorisation to issue statutory instruments

(1) The capital management company must have proper business organisation that ensures compliance with the statutory provisions to be observed by the capital management company. Proper business organisation comprises, in particular,
1. an appropriate risk management system;
2. adequate and suitable human and technical resources;
3. suitable rules for employees' personal transactions;
4. suitable rules for the investment of the capital management company's own assets;
5. adequate control and security measures for the use of electronic data processing, including in respect of network and information systems established and managed in accordance with Regulation (EU) 2022/2554, and, with regard to the processing of personal data, in particular technical and organisational measures under Articles 24, 25, and 32 of Regulation (EU) 2016/679;
6. complete documentation of the transactions executed, ensuring in particular that every transaction concerning the investment fund can be reconstructed as to its origin, counterparty, and type, and time and place of conclusion;
7. adequate control procedures, which must in particular presuppose the existence of an internal audit function and ensure that the assets of the investment funds managed by the capital management company are invested in accordance with the investment conditions, the articles of association, or the partnership agreement of the investment fund, and with the legal provisions applicable in each case;
8. proper administration and accounting; and
9. a process that enables employees, while preserving the confidentiality of their identity, to report potential or actual infringements of this Act, of statutory instruments issued under this Act, or of directly applicable provisions of European Union legal acts on European venture capital funds, on European social entrepreneurship funds, on European long-term investment funds, on money market funds, on a pan-European Personal Pension Product, on credit rating agencies, on market abuse, on the transparency of securities financing transactions and of reuse, on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of an investment fund, laying down a general framework for securitisation and creating a specific framework for simple, transparent, and standardised securitisation, on sustainability-related disclosures in the financial services sector, on the establishment of a framework to facilitate sustainable investment, or on key information documents for packaged retail and insurance-based investment products, as well as any criminal acts within the capital management company, to appropriate bodies. Sections 77, 78, and 80(2) and (3) of the Securities Trading Act apply correspondingly. Sections 24c, 25h, and 25j to 25m of the Banking Act, and section 93(7) and (8) in conjunction with section 93b of the Fiscal Code, apply correspondingly.
(2) Proper business organisation of UCITS capital management companies comprises, in addition to the criteria named in subsection (1), in particular
1. suitable procedures and arrangements ensuring that the UCITS capital management company properly handles investor complaints, and that investors and shareholders of the UCITS it manages can fully exercise their rights; this applies in particular where the UCITS capital management company manages EU UCITS; investors and shareholders in an EU UCITS it manages must be given the opportunity to submit a complaint in the official language, or one of the official languages, of the home state of the EU UCITS, and
2. suitable procedures and arrangements ensuring that the UCITS capital management company complies with its obligations to provide information to the investors, shareholders of the UCITS it manages, and clients, its distribution companies, and the Federal Institute or the competent authorities of the home state of the EU UCITS. For AIF capital management companies that manage domestic retail AIFs, the first sentence, point 1, first half-sentence, and the first sentence, point 2, apply correspondingly.
(3) For AIF capital management companies, the procedures and rules named in subsection (1), second sentence, points 1 to 8, are governed by Articles 57 to 66 of Delegated Regulation (EU) No 231/2013.
(4) The Federal Ministry of Finance is authorised to issue, by statutory instrument not requiring the consent of the Bundesrat, more detailed provisions for capital management companies that manage UCITS or retail AIFs, on the procedures and arrangements for proper business organisation under subsections (1) and (2). The Federal Ministry of Finance may transfer this authorisation, by statutory instrument, to the Federal Institute.