The Central Bank of the Republic of San Marino announces that today, pursuant to Article 15 of Law No. 165 of November 17, 2005 (the so-called LISF), it has issued Regulation No. 2025-05 on corporate officers of San Marino financial companies, which will come into force on January 29, 2026.
As anticipated in the public consultation phase, the measure has two main objectives:
- regulatory simplification, both on a "quantitative" level, by going to concentrate in a single regulation all the discipline on corporate exponents of authorized entities (requirements, criteria and procedures) hitherto replicated in each sector regulation, and on a "qualitative" level, by defining three different proportional regimes of "fit and proper requirements" applicable respectively to three different clusters of financial firms (type A, type B or type C);
- a greater alignment and updating with respect to both the guidelines and general principles on the subject contained in the European Union Directives and Regulations as well as in the most recent documents of the European Supervisory Authorities (ESAs), and to the best practices for the implementation of this acquis found outside the San Marino borders.
In this last regard, it is particularly noteworthy, in the face of the introduction of a criterion of independence of judgment to be evaluated in the head of any corporate representative of a financial company, the verification of independence "requirements" proper, as well as for auditors, in the head of only one part of the administrative body (at least one "independent director" in each BoD), but significantly more rigorous than those applied until now indiscriminately to all directors (and directors). This new independence regime, previously similarly applied only to the governing bodies of management companies and insurance companies, is now extended, for consistency, to all Type A financial firms, thus including banks, investment firms and crypto-asset firms (CAFs).
Compared to the draft in consultation, other major changes include:
- the inclusion of regulations on preventing and combating money laundering and terrorist financing among the areas valid for the purpose of assessing the competence criterion;
- the introduction of a quantitative materiality threshold for the corporate officer's holding of interests in the financial firm for the purpose of assessing his or her independence of judgment;
- greater detail regarding the matters relevant to the safeguards and organizational measures that can be adopted by each financial enterprise in order to effectively address the risk that the identified situations may impair independence of judgment;
- the inclusion of additional final coordinating rules for provisions contained in other supervisory regulations that referred back to the repealed parts of sectoral regulations and conveyed within this single measure.