L176/42 Official Journal of the European Union 10.7.2010 COMMISSION DIRECTIVE 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company (Text with EEA relevance) THE EUROPEAN COMMISSION, Having regard to the Treaty on the Functioning of the European Union, Having regard to Directive 2009/65/EC of the European Parlia- ment and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to under- takings for collective investment in transferable securities (UCITS) (), and in particular Article 12(3), Article 14(2), Article 23(6), Article 33(6) and Article 51(4) thereof, Whereas: The rules and terminology on the organisational require- ments, conflicts of interest and conduct of business should be aligned to the greatest possible extent with the stan- dards introduced in the financial services area by Directive 2004/39/EC of the European Parliament and of the Coun- cil of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC (%) and Commission Directive 2006/73/EC of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (}). Such alignment, while taking due account of the specificities of the collective portfolio man- agement business, would allow the achievement of equal standards not only between different financial services sec- tors but also within asset management business more widely, where certain requirements of Directive 2006/73[EC have already been extended by some Member States to UCITS management companies. It is appropriate to adopt these rules in the form of a Direc- tive in order to enable the implementing provisions to be adjusted to the specificities of the particular market and legal system in each Member State. A directive will also enable a maximum level of consistency with the regime created by Directive 2006/73[EC. () OJL 302, 17.11.2009, p. 32. (2) OJ L 145, 30.4.2004, p. 1. (%) OJ L 241, 2.9.2006, p. 26. G) Even though the principles laid down in this Directive have general relevance for all management companies, they are flexible enough to ensure that their application and the supervision of such application by competent authorities is proportionate and takes into account the nature, scale and complexity of a management company’s business and the diversity of the companies falling within the scope of application of Directive 2009/65/EC, and the varied nature of the different UCITS that may be managed by a manage- ment company. As far as allowed by national law, management companies should be able to make arrangements for third parties to carry out some of their activities. The implementing rules should be read accordingly. The management company should in particular perform due diligence in order to determine whether, having regard to the nature of the functions to be carried out by third parties, the undertak- ing performing those activities can be considered as quali- fied and capable of undertaking the functions in question. The third party should therefore fulfil all the organisational and conflicts of interest requirements in relation to the activity to be carried out. It also follows that the manage- ment company should verify that the third party has taken the appropriate measures in order to comply with the said requirements and should monitor effectively the compli- ance by the third party with these requirements. Where the delegatee is responsible for applying the rules governing the delegated activities, equivalent organisational and con- flict of interests requirements should apply to the activity of monitoring the delegated activities. The management company should be able to take into account in the due diligence process the fact that the third party to whom activities are delegated will often be subject to Directive 2004/39/EC. To avoid the application of different standards to manage- ment companies and investment companies which have not designated a management company, the latter should be subject to the same rules of conduct and provisions regarding conflicts of interest and risk management as management companies. Therefore, the rules of this Direc- tive on administrative procedures and internal control mechanism should, as a matter of good practice, apply both to management companies and investment compa- nies that have not designated a management company, taking into account the principle of proportionality.