News Update Financial Regulatory

In this News Update we discuss: the AFM's decision to impose administrative fines on Achmea Real Estate BV for violations of the Money Laundering and Terrorist Financing (Prevention) Act; the consultation document on the proposed Act implementing Directive (EU) 2023/2673 of 22 November 2023 as regards financial services contracts concluded at a distance; and EIOPA’s opening of consultations on IRRD draft regulatory technical standards.

We further highlight some other financial regulatory publications issued since our last News Update.

AFM decision to impose two administrative fines on Achmea Real Estate BV for violations of the Money Laundering and Terrorist Financing (Prevention) Act

An investigation by the Dutch Authority for the Financial Markets (AFM) has revealed that, in the period from 2018 to 2022, Syntrus Achmea Real Estate & Finance BV (SAREF) failed to perform its obligations under the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft). Investment institutions such as SAREF are required to continuously monitor clients and their transactions and, if necessary, to investigate the source of funds. As soon as a transaction is identified as unusual, it must be immediately notified to the Financial Intelligence Unit (FIU). In the cases investigated, SAREF had repeatedly violated both obligations. On a number of occasions, SAREF failed to conduct adequate client due diligence or to immediately notify unusual transactions to the FIU. In total, 11 unusual transactions by 3 clients were notified too late, some of which only after several months or even years had passed. In addition, in several cases, the source of the transactions had not been investigated, or was not investigated until a late stage, despite clear signs of increased money laundering risks. Achmea Real Estate, SAREF's successor, has acknowledged the violations, analysed their causes and taken measures to prevent recurrence. In consultation with the AFM, the administrative fine case was settled by simplified settlement, under which the company accepted the fines and the AFM took an abridged administrative fine decision.

The AFM considered the imposition of two administrative fines on Achmea Real Estate appropriate and necessary in view of the nature, seriousness and duration of the violations. SAREF structurally failed in the gatekeeper role it has as a manager, in respect of both client monitoring and the timely notification of unusual transactions to the FIU. In total, 11 transactions were notified too late, 9 of which without timely investigation, despite clear signs of increased money laundering risks. The AFM considered the fines necessary to ensure Wwft compliance and to prevent recurrence. Although SAREF subsequently took improvement measures and gave full disclosure, this came too late to prevent the imposition of the fines. The defences presented, including the invocation of the new EU Anti-Money Laundering Regulation, were dismissed. The AFM decided to impose two fines under Article 30 Wwft: one for violation of themonitoringrequirement and one for violation of the notification requirement. The basic amount of EUR 2,000,000 per fine was reduced to EUR 1,000,000 in light of the company's cooperation and improvement measures. As part of the simplified settlement, an additional 15% reduction was applied to that amount, resulting in two definitive fines of EUR 850,000 each.

Act Implementing the Directive on Distance Financial Services Contracts

On 18 April 2025, the Ministry of Finance published the proposed Act Implementing the Directive on Distance Financial Services Contracts (Implementatiewet richtlijn op afstand gesloten overeenkomsten inzake financiële diensten) for consultation. This bill serves to implement Directive (EU) 2023/2673 (hereinafter: the Directive), amending Directive 2011/83/EU as regards financial services contracts concluded at a distance and repealing Directive 2002/65/EC. The bill brings a number of financial products that are currently exempt from regulation under the Financial Supervision Act (Wet op het financieel toezicht, FSA) within the scope of the rules for distance and off-premises sales. The Directive will be implemented in the Financial Supervision Act, Book 6 of the Dutch Civil Code (DCC), the Consumer Protection (Enforcement) Act (Wet handhaving consumentenbescherming) and subordinate legislation.
Certain financial products and services are exempt from the FSA because they are excluded from specific Union legislation. In addition, rapid technological developments in the financial services market have brought about major changes, as a result of which certain products are not regulated. The Directive's 'safety net feature' ensures that the Directive's rules apply to products or services that do not fall within sector-specific Union legislation or that are excluded from the scope of specific Union legislation governing financial services. In Dutch legislation, this will be achieved by amendments to Articles 1:6 and 1:20 FSA. The amendment to Article 1:20 FSA creates a requirement for providers of certain forms of deferred payment that are exempt from the Consumer Credit Directive to comply with the rules governing distance contracts or off-premises contracts.

In addition, a significant part of the Directive will be implemented in Book 6 DCC, in particular in Section 2b of Title 5 of that Book. The bill amends a number of articles in the aforementioned Section 2b and proposes the addition of a new Article 6:230oa DCC. This article introduces a right for consumers to cancel distance contracts concluded through an online interface. The rationale behind this cancellation method is to ensure that consumers are made aware of the cancellation right and that cancelling a contract is made as easy for consumers as concluding it, especially because consumers cannot receive a personal explanation of the product in question via an online interface. The cancellation feature should be easy to find and be available and clearly visible at all times during the termination period. Incidentally, this cancellation method is an addition to current cancellation methods, such as the model form referred to in Article 6:230o(3) DCC.

The AFM will also have the power to take enforcement measures under the Consumer Protection (Enforcement) Act if a financial company breaches a standard in relation to a distance or off-premises contract for a financial service or activity. The AFM can issue a public warning or impose an order subject to a penalty or an administrative fine to that end. In addition, an omission is remedied in the Act Implementing Accessibility Requirements for Products and Services (Implementatiewet toegankelijkheidsvoorschriften voor producten en diensten).

Interested parties had until 16 May 2025 to respond to the legislative consultation. The Directive must be implemented in national legislation and regulations by 19 December 2025. The articles must take effect on 19 June 2026.

EIOPA opens consultations on IRRD draft regulatory technical standards

On 29 April 2025, the European Insurance and Occupational Pensions Authority (EIOPA) published, for market consultation, six proposals for regulatory technical standards relating to the EU Insurance Recovery and Resolution Directive (Directive 2025/1/EU) (IRRD). These EIOPA consultations can be found here. Market participants can respond to each of these proposals separately until 31 July 2025.

These consultations are the first batch in a series of 3, which will in total cover 19 sets of technical standards and guidance documents relating to IRRD. Batch two is scheduled for December 2025, and Batch three for July 2026. The IRRD was published in the Official Journal of the EU on 8 January 2025 and will apply to insurers and reinsurers established in the EU from 30 January 2027.

Insurers and reinsurers in scope need to comply with several IRRD requirements intended to make them more resilient in crisis situations. IRRD requires institutions in scope to draw up detailed pre-emptive recovery plans. In addition, national resolution authorities are required to draw up resolution plans for selected insurers and reinsurers. IRRD introduces a recovery and resolution framework tailor-made for insurers and reinsurers in Europe. The Directive highlights the necessity of pre-emptive planning and robust crisis management, striving to preserve the stability of Europe’s insurance sector while facilitating the orderly winding down of failing businesses.

The current consultation covers three sets of draft guidelines and technical standards directly relevant to insurers and reinsurers. These cover the following topics: the minimum contents of pre-emptive recovery plans, criteria for the identification of critical or important functions, and the minimum content of resolution plans (although these are drawn up by resolution authorities).

In addition, the package contains three sets of guidelines more relevant for resolution authorities, covering the calculation of market share aimed at ensuring that at least 60% of a relevant national market is covered by pre-emptive recovery plans, criteria for the performance of resolvability assessments, and measures to address or remove impediments to resolvability.

More information on IRRD and the provisional timelines is available here.

Other financial regulatory publications

We have highlighted a selection of other publications that are relevant for the financial markets and financial supervision.

AFM

• On 2 May 2025, the AFM published a press release regarding an additional annex for crypto-asset service providers (CASPs). Since February this year, CASPs have been classified as financial institutions within the meaning of the Wwft and have been obliged to comply with the statutory requirements this entails. The additional requirements have been drafted to supplement the current Guideline Wwft and Sanctions Act 1977, with which CASPs must comply. This annex sets out sector-specific focus points ensuing from the aforementioned legislation. The AFM emphasises that specific additions to the Wwft/Sanctions Act Guideline are necessary for CASPs. The CASPs can use the guideline to fulfil the legal obligations applicable under the Wwft and the Sanctions Act (Sanctiewet). These include risk assessment, the notification of unusual transactions, and compliance with the Sanctions Act.
  
  

Accounting

• On 8 April 2025, the AFM published a news item about the impact of private equity on the quality of audit firms' statutory audits. The AFM emphasised that audit firms should implement sufficient safeguards to resist commercial incentives and maintain the quality of statutory audits. On the same day, the financial newspaper FD published a frontpage article (in Dutch) entitled: 'AFM: 30% of audits performed by firms with private equity owners' ('AFM: 30% accountantscontroles door kantoren met private equityeigenaren').
• On 31 March 2025, the AFM reported (in Dutch) that the Accountancy Division (Accountantskamer) had dismissed Momentum Capital's disciplinary complaint against two AFM auditors as unfounded in all respects. The Accountancy Division ruled that the auditors in question had not taken deliberately misleading or materially incorrect positions.
  
  

Insurance

• On 8 April 2025, the AFM published an article calling on insurers to ensure a fair premium for loyal customers. An AFM investigation revealed that almost half of the non-life insurers investigated applied higher profit margins for loyal customers than for new customers, which might conflict with the fair and careful treatment of customers.