Good repute, knowledge, experience, time commitment and absence of conflicts: supervisors examine your directors and general managers before letting them take their seat and for as long as they hold office. We prepare assessments and appointment files that do not come back with questions.
Are you about to appoint a director or general manager?
Tell us about the appointment and we will tell you in advance what the supervisor will assess and which documents you should have ready.
From the design of the board to ongoing reassessment: six services so that no appointment turns into an open front with the supervisor.
We help you bring in independent profiles that complete the collective suitability of the board: defining the right fit, assessing the candidate beforehand and preparing an appointment file ready for the supervisor.
For a new entity, the suitability of officers and shareholders is one of the blocks that generates the most requests for information. We make it complete: questionnaires, supporting evidence and consistency between the profiles and the project.
Anyone who acquires a qualifying holding goes through their own suitability check: we guide you through the assessment and its notification.
At credit institutions the bar is higher: we prepare appointments and assessments for the banking sector with the same rigor.
Suitability goes hand in hand with structure: committees, control functions and reporting lines consistent with the profiles appointed.
Periodic reassessments, supervening events and minutes that document everything, managed as an ongoing service.
Fit and proper is not an exam you pass with a CV: you pass it with a file. Four typical cases from our practice.
“We were setting up the investment firm and the board was made up of the three founders. It lacked experience in risk and compliance, and we fixed that before the CNMV could put it in a request for information.”
“We wanted to appoint a brilliant executive as a director, but she had no track record in the financial sector. We built the full case: training, a skills matrix and a support plan.”
“In banking, every appointment faces a demanding test. We preferred to prepare the file as if for a competitive public exam rather than have it sent back with awkward questions.”
“The new shareholder wanted to put a trusted person on the board. We mapped that person’s other positions and conflicts before telling the supervisor anything, and the appointment went through cleanly.”
Supervisors rarely send appointments back for lack of talent. They send them back because of incomplete files, unbalanced boards and suitability assessments that nobody ever looked at again.
Confusing suitability with a CV: the supervisor does not assess a brilliant career but a complete file: proven good repute, experience relevant to the position, a measured time commitment and declared conflicts. What is not documented does not exist.
Looking only at the individual: each appointment is also judged by what it adds to the whole. A board of clone profiles (all sales people, nobody from risk, technology or compliance) fails the collective suitability test even if each member passes individually.
Treating it as closed after the appointment: suitability is ongoing. Supervening court proceedings, a new position or a change of duties require a reassessment and, depending on the case, a notification. Having no procedure for this is a guaranteed finding.
| What is assessed | How it is evidenced | Typical mistake |
|---|---|---|
| Commercial and professional good repute | Criminal record certificates, statements on administrative and court proceedings, and a track record that can be checked | Leaving out ongoing proceedings “out of caution”: if they surface later, the damage is twofold |
| Knowledge and experience, individually and of the board as a whole | A CV that can be verified point by point, proven training and a skills matrix that shows the collective balance | One-dimensional boards: nobody covers risk, technology or regulatory compliance |
| Sufficient time commitment and absence of conflicts | A complete list of positions and occupations, time estimates and a map of the candidate’s own interests and those of related persons | Directors holding multiple positions with no time-commitment calculation and no analysis of incompatibilities |
We assess your candidates before anyone else does, build the board’s skills matrix, prepare questionnaires and supporting evidence and defend the appointment before the CNMV or in the banking sector. And afterwards, we keep the reassessment cycle alive.
It is the name given to the suitability assessment of the people who run a financial institution: checking that they are of good repute (proper) and capable (fit) for the specific position they will hold.
In Spain, for investment firms, the framework starts with Law 6/2023 and Royal Decree 813/2023, which are aligned with MiFID II and the European guidelines on the assessment of suitability. The entity assesses first; the supervisor then reviews the assessment and may object.
At its core: members of the management body and general managers and equivalent positions. Depending on the entity and its rules, it extends to the heads of key functions (internal control, risk, compliance) and to other influential positions.
Shareholders with a qualifying holding have their own suitability check, linked to the ownership structure: we explain it on our page on qualifying holdings.
A personal, professional and business track record that raises no doubts about the sound management of the entity: compliance with the law, corporate and insolvency history, administrative sanctions and criminal or other relevant proceedings.
Not every past incident is disqualifying: supervisors weigh each circumstance in context (seriousness, how long ago it happened, connection with financial activity). What is fatal is usually not the fact itself but hiding it: an omission destroys the credibility of the whole file.
Besides assessing each member, the supervisor looks at whether the board as a whole has the knowledge and experience needed to understand the business and its risks: markets, regulation, technology, internal control, finance.
The practical tool is the skills matrix: a table that cross-references the skills needed with those each director brings and makes the gaps visible. Each new appointment should also be justified by what it covers in that matrix.
At three points:
If you are setting up an entity, the design of the board shapes the whole project: see how to set up an EAF or investment firm authorization.
The usual package includes the candidate’s fit and proper questionnaire, criminal record certificates, a detailed and verifiable CV, a statement of positions and occupations with an estimate of time commitment, the map of conflicts and interests and—the piece many people forget—the entity’s own reasoned internal assessment.
The supervisor does not just want the candidate’s papers: it wants to see that the entity did its own assessment work before proposing the appointment.
Yes. It may request additional information, attach conditions to its non-objection or reject the candidate, with reasons, when it concludes that the person does not meet the fit and proper requirements. And a challenged appointment leaves a mark: on the candidate and on the entity’s credibility.
That is why we work preventively: a rigorous internal assessment, a complete file the first time and, if there is a weak point, arguments and mitigating measures prepared before anyone asks.
The internal assessment is the entity’s own responsibility: it falls to the nomination committee where there is one and, failing that, to the management body, with support from the control functions. There must be a written procedure: criteria, responsibilities, a review calendar and reassessment triggers.
Strengthening the board with an independent director brings objectivity exactly where the supervisor looks for it most: in the assessment of insiders.
Order matters: first you design the board, then you assess the candidate, and only at the end do you file. Reversing the sequence is the classic recipe for a request for information.
We start from your business and your risks to define which skills the board needs: markets, regulation, technology, control. The resulting matrix reveals the gaps and turns each vacancy into a profile you are looking for, not a favor owed.
We assess the candidate through the supervisor’s eyes: good repute, relevant experience, real time commitment and conflicts. The result is a reasoned internal report and an appointment file with no weak spots left exposed.
A reassessment procedure with a calendar and triggers: supervening proceedings, new positions, changes of duties. Each review is recorded in minutes, because suitability that has not been assessed can be presumed, but not proven.
If the appointment is part of an ongoing authorization, coordinate it with the full application: investment firm authorization or, for credit institutions, banking license.
The 10 conduct controls the CNMV expects to see working in an EAF or investment firm, with the typical evidence for each. Ideal as a quarterly self-assessment with your team.
No spam. Your email is only used to send you this checklist and, occasionally, relevant regulatory updates.
The checklist is downloading now. If it does not start automatically, click here.
Need help implementing any of the steps after reading it? Write to us directly:
Nine terms that appear in questionnaires, requests for information and appointment minutes. Knowing them well avoids improvised answers to the supervisor.
The two-fold check on the people who run a financial institution: capability for the position and a track record with no relevant blemishes.
The candidate’s personal, professional and business history: sanctions, proceedings and past conduct, assessed in context.
The management body must, as a team, have the knowledge needed to understand the business and its risks.
The position requires real time to prepare for meetings and exercise effective oversight. It is checked against the candidate’s other occupations.
Directors, general managers and equivalent positions and, depending on the entity, the heads of key control functions.
Court proceedings, sanctions, new positions or changes of duties after the appointment that reopen the assessment.
A table that cross-references the skills the entity needs with those each member brings, leaving the gaps in plain view.
The internal body that conducts the suitability assessment where it exists; failing that, the management body takes it on.
Shareholders who reach relevant thresholds of capital or voting rights go through their own suitability assessment.
A track record with no relevant blemishes and, if there is any past incident, an honest analysis of its scope rather than silence.
Criminal record certificates, complete statements on proceedings and a reasoned internal assessment.
Skills relevant to the specific position: a brilliant career in a field unrelated to the entity’s business is not enough.
A verifiable CV, proven training and, if there are gaps, a documented training and support plan.
A board that, as a whole, understands the entity’s markets, regulation, technology and internal control.
An up-to-date skills matrix and a justification of each new member based on what they cover in it.
Real, demonstrable time for the position, compatible with the candidate’s other occupations.
A complete list of positions, an estimate of time commitment and internal rules on holding multiple positions.
Interests that are declared and managed, and an assessment and reassessment procedure that works on an ongoing basis.
A map of interests, a written fit and proper procedure, and minutes of assessments and reassessments.
Spotted in time, they can be fixed; spotted by the supervisor, they turn into months of friction and lost credibility.
A suitable board is a necessary condition, not a sufficient one: the supervisor looks at it together with the ownership structure, conflicts and the control framework. These pages complete the picture of the corporate governance that supports each appointment.
In an entity being set up, the board profiles are designed at the same time as the application: that is how you avoid the classic request for information.
The interests of directors and managers feed into the entity’s conflicts map: two systems that must talk to each other.
The prudential regime requires proportionate governance structures: a suitable board also has to be the right size.
In a supervisory inspection, the minutes of suitability assessments and reassessments are among the first things requested.
Have an appointment coming up? Start with the independent director page if you want to strengthen the board, review the qualifying holdings regime if ownership is changing, and draw on our experience in investment firm authorizations and banking licenses.
Tell us about the position you want to fill, or the board you are designing for your authorization, and we will explain how suitability is assessed and how to make the file watertight.
No financial institution gets authorized, or survives supervision, without suitable people at the helm. The fit and proper assessment of directors and general managers is the filter that the CNMV (for securities) and the banking authorities (for banking) use to check that the people who run investment firms, management companies and credit institutions have good repute, knowledge and experience, sufficient time commitment and no conflicts of interest. For investment firms, the Spanish framework rests on Law 6/2023 and Royal Decree 813/2023, which are aligned with the European guidelines on the assessment of suitability.
The assessment covers four areas. Commercial and professional good repute: a track record that does not compromise sound and prudent management, with past incidents, sanctions and proceedings weighed in context. Knowledge and experience, measured against the specific position rather than in the abstract, and also assessed collectively: the board as a whole must understand the business, its risks and its regulation. Sufficient time commitment, checked against the candidate’s other occupations. And the absence of relevant conflicts of interest or, where they exist, their disclosure and management—an area directly linked to the entity’s conflicts of interest system.
There are three critical moments. On authorization, the suitability of officers and shareholders is a central block of the application, and one of those that generates the most requests for information, as we know from our work on investment firm authorizations. On each subsequent appointment, which must be assessed internally and filed with the supervisor before the person performs the role in the normal course. And on an ongoing basis: suitability can deteriorate, and supervening events (court proceedings, an incompatible position, a change of duties) require a reassessment and documentation. The ownership structure has its own parallel track through the qualifying holdings regime.
A good appointment file combines the candidate’s documents (fit and proper questionnaire, criminal record certificates, a verifiable CV, a statement of positions with a time-commitment estimate, a map of interests) with the piece that changes everything: the entity’s own reasoned internal assessment, backed by a skills matrix that justifies what the new member adds to the board as a whole. Files that fail share a pattern: candidate papers with no analysis by the entity, “cautious” omissions that later come to light, and unbalanced boards where nobody covers risk, technology or compliance.
Sustained suitability requires infrastructure: a written procedure with criteria and responsibilities, a nomination committee (or the management body with support from the control functions) that genuinely assesses, minutes that prove it and working reassessment triggers. Bringing in an independent director provides the counterweight supervisors value, and the whole setup must be consistent with the proportionate governance required by the IFR/IFD prudential regime. We design, review and audit this full cycle for investment firms, management companies and credit institutions, from the first appointment to ongoing reassessment.
Key legislation, linked to the official text:
Legislation and links reviewed in .