Art. 2 Definitions | RTS on remuneration policy | MiCA

This is a definitions article, establishing the precise meaning of key terms used throughout the regulation.

It is a foundational article that underpins all subsequent obligations, particularly those in Articles 4, 5, and 6, which govern remuneration policies and the identification of staff.

The definitions cover the full cast of relevant personnel — from all employees and management body members down to those with specific managerial responsibilities — and set out the scope of concepts like remuneration, risk appetite, and control functions.

Notably, the definition of remuneration is deliberately broad, capturing not just direct payments but also carried interest and any other payment vehicles that could otherwise be used to circumvent the remuneration requirements of this regulation and Regulation (EU) 2023/1114.

Important points:

Understand that "staff" includes all employees of issuers of asset-referenced tokens or e-money tokens as well as all members of their management bodies, making the regulation's obligations wide in personal scope.
"Identified staff" is a distinct and critical category, covering those with a material impact on the risk profile of the issuer or the tokens it issues — this category triggers the more stringent remuneration requirements set out in later articles.
The definition of "remuneration" is intentionally broad, explicitly including payments that would otherwise circumvent the regulation's requirements, closing off potential loopholes.

For the purposes of this Regulation, the following definitions shall apply:

‘Staff’ means all employees of an issuer of asset-referenced tokens or e-money tokens, and all members of such issuer’s management bodies;
‘Senior management’ means those natural persons who exercise executive functions within an issuer of asset-referenced tokens or e-money tokens and who are responsible and accountable to the management body, but are not members of that body, for the day-to-day management of the issuer under the direction of its management body;
‘Identified staff’ means staff that has a material impact on the risk profile of the issuer of asset-referenced tokens or e-money tokens, or on the risk profile of significant asset-referenced or electronic-money tokens they issue;
‘Managerial responsibility’ means a situation, in which a staff member either:
1. leads a business unit, material business unit or a control function and is directly accountable to the management body as a whole or to a member of the management body or to the senior management; or
2. carries out a function or a task laid down in Article 5(2), point (c);
‘Risk appetite’ means the aggregate level and types of risk that an issuer of asset-referenced tokens or e-money token is willing to assume within its risk capacity, in line with its business model, to achieve its strategic objectives;
‘Business unit’ means a business unit as defined in Article 142(1), point (3), of Regulation (EU) No 575/2013;
‘Material business unit’ means a business unit as defined in Article 142(1), point (3), of Regulation (EU) No 575/2013 that is assessed by the issuer of asset-referenced tokens or e-money tokens as having a material impact on the issuer’s business model or as representing a material source of revenue, profit or franchise value for an issuer;
‘Control function’ means a function that is independent from the business units it controls and that is responsible for internal control procedures and includes the risk management, compliance and the internal audit functions;
‘Remuneration’ means all forms of fixed and variable remuneration, including the following:
1. monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;
2. carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;
3. other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation.