The initiative stipulates that the purchase of significant stakes or shares in such companies will be possible only with the prior authorization of the NBM. If the direct or indirect owners, including ultimate beneficiaries, do not comply with this requirement, have not provided the National Bank with the necessary information, or if the NBM determines that the stakes were acquired in concerted actions without its authorization, the regulator may apply sanctions.
In particular, NBM may prescribe the application of the following measures:
- suspend the right to vote shares/shares, the right to convene and hold general meetings, to put items on the agenda, to nominate candidates to management bodies, as well as the right to receive dividends – in full or in part;
- revoke the previously issued preliminary authorization;
- oblige the owners whose authorization has been revoked or whose rights have been suspended to sell their shares or interests;
- impose other sanctions and measures in accordance with the law.
Control is in place – tools are lacking
According to the author of the initiative – PAS deputy, deputy chairman of the Commission on Economy, Budget and Finance Dorian Istratii – the current rules contain gaps that prevent the National Bank from fully regulating situations when the owners of shares or ultimate beneficiaries of non-bank payment organizations do not meet the established requirements. This applies, among other things, to cases when investors act in concert or acquire or increase a stake in a company directly or indirectly without prior authorization of the NBM.
In such situations, the law already applies certain measures, such as suspension of voting and other rights and the requirement to sell the illegally acquired stake within six months (or longer by agreement). But difficulties arise in enforcing the requirements. In such cases, the regulatory framework does not provide for mechanisms similar to those in the banking sector, nor does it provide for measures against the non-bank payment service provider, allowing it to operate with an inappropriate ownership structure.
“Therefore, it is proposed to expand the intervention capacity of the National Bank of Moldova. This is necessary in order to ensure stable and reliable operation of payment companies and to prevent non-transparent ownership schemes,” the author said.
A separate change concerns the audit. The draft provides for the abolition of the restriction prohibiting the same audit company to audit a payment organization for more than three consecutive years.
