Article 45 › 4

Member States shall ensure that market operators which are significant in terms of their size, internal organisation and the nature, scope and complexity of their activities establish a nomination committee composed of members of the management body who do not perform any executive function in the market operator concerned. The nomination committee shall carry out the following: (a) identify and recommend, for the approval of the management body or for approval of the general meeting, candidates to fill management body vacancies. In doing so, the nomination committee shall evaluate the balance of knowledge, skills, diversity and experience of the management body. Further, the committee shall prepare a description of the roles and capabilities for a particular appointment, and assess the time commitment expected. Furthermore, the nomination committee shall decide on a target for the representation of the underrepresented gender in the management body and prepare a policy on how to increase the number of the underrepresented gender in the management body in order to meet that target; (b) periodically, and at least annually, assess the structure, size, composition and performance of the management body, and make recommendations to the management body with regard to any changes; (c) periodically, and at least annually, assess the knowledge, skills and experience of individual members of the management body and of the management body collectively, and report to the management body accordingly; (d) periodically review the policy of the management body for selection and appointment of senior management and make recommendations to the management body. In performing its duties, the nomination committee shall, to the extent possible and on an ongoing basis, take account of the need to ensure that the management body’s decision making is not dominated by any one individual or small group of individuals in a manner that is detrimental to the interests of the market operator as a whole. In performing its duties, the nomination committee shall be able to use any forms of resources it deems appropriate, including external advice. Where, under national law, the management body does not have any competence in the process of selection and appointment of any of its members, this paragraph shall not apply.

1 national measure recorded under this provision, in 1 form — sign in to view the analysis.

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Source: EUR-Lex CELLAR · retrieved 2026-09-04