chief financial officer — the person with overall responsibility for the financial resources management, financial planning and financial reporting of an institution;’ ; (d) point (11) is replaced by the following: ‘(11) Article 1 — Amendments to Directive 2013/36/EU

climate neutrality — the overall objective of achieving climate neutrality by 2050 as set out in Article 2(1) of Regulation (EU) 2021/1119 of the European Parliament and of the Council (*1) Article 1 — Amendments to Directive 2013/36/EU

crypto-asset — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2013/36/EU

division — any of the following: (a) an operation whereby, after being wound up without going into liquidation, a company transfers to more than one company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the companies receiving contributions as a result of the division and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; (b) an operation whereby, after being wound up without going into liquidation, a company transfers to more than one newly-formed company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the recipient companies, and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; (c) an operation consisting of a combination of operations described under points (a)… Article 1 — Amendments to Directive 2013/36/EU

eligible capital — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2013/36/EU

environmental, social and governance risk — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2013/36/EU

ESG risk — environmental, social and governance risk as defined in Article 4(1), point (52d), of Regulation (EU) No 575/2013 Article 1 — Amendments to Directive 2013/36/EU

head undertaking — an undertaking which has its head office in a third country and which has established a third-country branch in the Member State, and the intermediate or ultimate parent undertakings of that undertaking, as applicable 3

heads of internal control functions — the persons at the highest hierarchical level responsible for effectively managing the day-to-day operation of the internal control functions of an institution Article 1 — Amendments to Directive 2013/36/EU

internal approaches — the internal ratings based approach referred to in Article 143(1), the internal model approach referred to in Article 221, the internal model method referred to in Article 283, the alternative internal model approach referred to in Article 325az, and the internal assessment approach referred to in Article 265(2), of Regulation (EU) No 575/2013’ ; (h) the following points are added: ‘(66) Article 1 — Amendments to Directive 2013/36/EU

internal control functions — risk management, compliance and internal audit functions Article 1 — Amendments to Directive 2013/36/EU

key function holders — the persons who have significant influence over the direction of an institution but are not members of the management body, including the heads of internal control functions and the chief financial officer, where those heads or that officer are not members of the management body Article 1 — Amendments to Directive 2013/36/EU

large institution — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2013/36/EU

management body in its management function — the management body acting in its role of directing an institution and includes the persons who effectively direct the business of the institution;’ ; (b) point (9) is replaced by the following: ‘(9) Article 1 — Amendments to Directive 2013/36/EU

members of the competent authority’s governance body — natural persons that form part of the most senior collective decision-making body of the competent authority and who are vested with the power to exercise executive functions regarding the day-to-day management of the supervisory function of the competent authority, excluding governors of national central banks. 2. For the purpose of preserving the independence of competent authorities in the exercise of their powers, Member States shall provide for the necessary arrangements to ensure that competent authorities, including their members of staff and the members of their governance bodies, can exercise their supervisory powers independently and objectively, without seeking or taking instructions from supervised institutions, from any body of the Union or any government of a Member State or from any other public or private body. Member States shall ensure that the governance bodies of competent authorities are functionally independent of other public and private bodies. Those arrangements shall be without prejudice to the arrangements under national law whereby competent authorities are subject to public and democratic accountability. Member States shall ensure that no member of a… Article 1 — Amendments to Directive 2013/36/EU

merger — any of the following operations whereby: (a) one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that acquiring company and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; (b) one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, without the issue of any new securities or shares by the acquiring company, provided that one person holds directly or indirectly all the securities and shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies; (c) two or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities… Article 1 — Amendments to Directive 2013/36/EU

model risk — borrowed from another act; this instrument states no meaning of its own Article 1 — Amendments to Directive 2013/36/EU

periodic penalty payment — a periodic pecuniary enforcement measure aimed at ending ongoing breaches of national provisions transposing this Directive, breaches of Regulation (EU) No 575/2013 or breaches of decisions taken by a competent authority on the basis of those provisions or that Regulation and compelling the natural or legal person to return to compliance with the infringed provisions or decisions; (68) “environmental, social and governance risk” or Article 1 — Amendments to Directive 2013/36/EU

senior management — those natural persons who exercise executive functions within an institution and are directly accountable to the management body but are not members of that body, and who are responsible for the day-to-day management of the institution under the direction of the management body;’ ; (c) the following points are inserted: ‘(9a) Article 1 — Amendments to Directive 2013/36/EU

stand-alone institution in the Union — an institution that is not subject to prudential consolidation in the Union pursuant to Part One, Title II, Chapter 2, of Regulation (EU) No 575/2013, and that has no EU parent undertaking subject to such prudential consolidation;’ ; (f) the following point is inserted: ‘(47a) Article 1 — Amendments to Directive 2013/36/EU

third-country branch — a branch established in a Member State by either: (a) an undertaking which has its head office in a third country, for the purpose of carrying out any of the activities referred to in paragraph 1; (b) a credit institution which has its head office in a third country 3