Measures against managers and members of the management or supervisory body

(1) In the cases under section 19(2), nos. 2 to 4, the Bundesanstalt may, instead of revoking the licence, 1. require the removal of individual or all managers, though in the case of a partnership only where at least one manager remains; and 2. prohibit those managers from taking up or continuing an activity at securities institutions constituted as legal persons.
(2) In the event of a breach of the provisions of Chapter 4 of this Act or of Regulation (EU) 2023/1113, the Bundesanstalt may prohibit the responsible manager of a securities institution from taking up or continuing an activity at obliged entities within the meaning of section 2(1) of the Anti-Money Laundering Act.
(3) Where, in a case under subsection (1), no. 2 or subsection (2), the taking up or continuation of the activity has been prohibited for an indefinite period, the person concerned may apply for the prohibition to be lifted at the earliest two years after the prohibition became final.
(4) The Bundesanstalt may issue a warning to a manager who breaches the provisions of this Act, of Regulation (EU) No 575/2013, of Regulation (EU) 2019/2033, of Regulation (EU) No 648/2012, of Regulation (EU) No 596/2014, of Regulation (EU) No 600/2014, of Regulation (EU) No 909/2014, of Regulation (EU) 2015/2365, of Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1; L 306, 15.11.2016, p. 43), as last amended by Regulation (EU) 2021/168 (OJ L 49, 12.2.2021, p. 61), of the Custody Act, of the Anti-Money Laundering Act or of the Securities Trading Act, Articles 6, 7, 9, 18 to 26 or 27(1) or (4) of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ L 347, 28.12.2017, p. 35), the regulations issued to implement those Acts, the legal acts issued to implement Directive 2013/36/EU, Directive (EU) 2019/2034 and Regulation (EU) No 575/2013 as well as Regulation (EU) 2019/2033, the legal acts issued to implement Regulation (EU) No 648/2012, Regulation (EU) No 596/2014, Regulation (EU) No 600/2014, Regulation (EU) No 909/2014, Regulation (EU) 2015/2365, Regulation (EU) 2016/1011 or Regulation (EU) 2017/2402, or orders of the Bundesanstalt. The subject matter of the warning is the finding of the facts material to the decision and the resulting breach.
(5) The Bundesanstalt may also require the removal of a manager and prohibit that manager from carrying on an activity at securities institutions constituted as legal persons, where that manager has breached the legal acts named in subsection (4), first sentence, or orders of the Bundesanstalt, and, despite a warning under subsection (4), wilfully or recklessly continues that conduct.
(6) The Bundesanstalt may require the securities institution to remove a member of the management or supervisory body and prohibit such a person from carrying on their activity, where 1. facts exist showing that the person is not reliable; 2. facts exist showing that the person does not possess the required expertise; 3. facts exist showing that the person does not devote sufficient time to the performance of their tasks; 4. material breaches by the undertaking of the principles of orderly management, due to careless exercise of the person's monitoring and control function, have escaped that person's attention, and the person continues that careless conduct despite a warning by the Bundesanstalt; 5. the person has not caused everything necessary to be done to remedy identified breaches, and continues to fail to do so despite a warning by the Bundesanstalt; 6. the person is already a manager of the same undertaking; or 7. the person was formerly a manager of the same undertaking and two former managers of the undertaking are already members of the management or supervisory body. In the case of securities institutions that, on account of their legal form, are subject to special legal supervision, a measure under the first sentence is taken only after hearing the body competent for legal supervision of those securities institutions. Insofar as the court is required, on application of the management or supervisory body, to remove a member of the management or supervisory body, that application may, where the conditions of the first sentence are satisfied, also be made by the Bundesanstalt, where the management or supervisory body has not complied with the Bundesanstalt's request for removal. The removal of employee representatives on the supervisory board is governed solely by the provisions of the co-determination acts.