2014年-EBA欧洲银行管理局_3L3-cross-sectoral-stock-take-and-analysis-internal-governance-v228website29_76页_701kb

3L3 Task Force on Internal Governance (TFIG) Summary

Core Content

The 3L3 Task Force on Internal Governance (TFIG) was established to promote greater convergence of regulatory and supervisory practices in the area of internal governance across the banking, insurance, and securities sectors. The task force conducted a comprehensive stock-take and analysis of internal governance requirements, identifying areas of difference and proposing harmonisation options.

The report is structured into three main parts and two annexes:

• Part A: Executive summary and main findings
• Part B: Background to the report, including mandate, scope, and interconnections between directives
• Part C: Detailed analysis of internal governance by subject area
• Annexes: Relevant material and summary of recommended harmonisation options

The TFIG used a building block approach, grouping internal governance requirements into key headings to facilitate cross-sector comparison. It assessed the "desirable degree of harmonisation" for each area, rating them as high, medium, or low.

Main Findings

• The internal governance requirements across banking, insurance, and securities sectors are generally similar in intent, even though they may differ in level of detail or compliance.
• There are differences in terminology and interpretation, particularly around concepts like proportionality and independence, which could benefit from standardisation.
• No area was rated as "high" for harmonisation, but several were rated as "medium", indicating that further convergence is possible and beneficial.
• The Financial Conglomerates Directive (FCD) covers many existing differences, but due to its revision, the TFIG has not proposed specific recommendations for this area at this time.
• Group structures and internal governance arrangements for entities with diversified activities require careful attention to ensure compliance with all applicable directives.

Key Areas for Harmonisation

The TFIG identified the following areas as needing attention for further convergence:

• Management of conflicts of interest: Certain details from the securities sector could be extended to other sectors.
• Risk management policies, processes, and procedures: There is scope for more uniformity across sectors.
• Independence of risk management, compliance, and internal audit functions: Clarification on how these functions can be independent across sectors is needed.
• Supervisory review process: A more aligned framework for the three sectors could improve consistency.

Main Recommendations

• The TFIG recommends inviting all interested parties to comment on the need for cross-sectoral convergence in the above areas.
• It suggests that guidance (Level 3) could be developed by individual committees or the 3L3 Task Force to address differences in interpretation and implementation.
• Legislative changes (Level 1 or 2) may also be considered in certain cases, especially where existing requirements are incomplete or inconsistent.
• The TFIG highlights that while guidance is a flexible and practical option, it cannot replace legal requirements at Level 1 or 2.

Options to Achieve Harmonisation

The TFIG outlines two main options for achieving harmonisation:

1. Legislation

• Offers the opportunity to create minimum mandatory standards for all financial institutions.
• Could be implemented in a practical way, such as extending MiFID rules to other banking activities.
• However, legislative change may be complex and time-consuming, especially as some directives (e.g., CRD, FCD) are currently under revision.

2. Guidance

• Provides a more flexible and practical means of promoting convergence.
• Can be developed by individual committees (CEBS, CEIOPS, CESR) or collectively by the 3L3 committees.
• May be used to address gaps and inconsistencies in existing requirements, but cannot replace legal mandates.

Considerations for Implementation

• The proportionality principle is used to adjust requirements based on the nature, scale, and complexity of an institution's activities.
• The TFIG acknowledges that while some entities may have consistent internal governance structures, others with diversified operations must ensure compliance with all relevant directives.
• A practical impact assessment is recommended before any harmonisation steps are taken, to evaluate whether existing differences or gaps are harmful to the industry.

Conclusion

The TFIG's work highlights the potential for convergence in internal governance requirements across the financial sectors, while also acknowledging the need for sector-specific flexibility. The report recommends a combination of legislative and guidance-based approaches, depending on the context and the nature of the requirements. It also suggests that a single rulebook for internal governance could be a long-term goal, to be considered by the new European Supervisory Authorities and Steering Committee.