EBA欧洲银行-Results-and-main-conclusions-of-the-public-hearing-on-CP44_4页_96kb

报告摘要

Summary of the Public Hearing on the Draft Internal Governance Guidebook (CP 44)

Core Content

The public hearing on the draft Internal Governance Guidebook took place on 15 December 2010 at the CEBS premises in London. It involved participants from associations, institutions, supervisory authorities, and the European Commission. The hearing aimed to gather feedback on the Guidebook, which outlines internal governance principles for financial institutions in the European Union.

Main Conclusions and Key Points

Support for the Guidebook

Participants generally supported the Guidebook, appreciating its alignment with international standards.
CEBS has developed a comprehensive set of internal governance guidelines, and the European Commission (EC) acknowledged its value as an input to its own corporate governance initiatives.

Relationship with EC Initiatives

CEBS plans to implement the Guidebook by the end of September 2011 without waiting for final EC legislative instruments.
The EC is expected to publish regulatory proposals on corporate governance in June 2011, focusing on specific areas for financial institutions.
A general Green Paper on corporate governance will be consulted in the following year.
CEBS does not intend to develop binding technical standards at this stage but will ensure that the Guidebook does not conflict with future EC initiatives.

Harmonisation of Governance and Supervisory Practices

Participants recommended harmonising both the Guidebook and supervisory practices.
CEBS will implement the Guidebook through an implementation plan and study, aiming to harmonise supervisory approaches.
Additional guidelines on supervisory review and joint risk assessments are also in place to support this.

Proportionality and Scope

The proportionality principle is crucial, and a "one-size-fits-all" approach is not suitable.
Setting explicit thresholds for applying governance requirements at EU level is not feasible, but CEBS allows for justified flexibility in implementation.
The Guidebook applies to all institutions, including subsidiaries, and the proportionality principle is also relevant in group contexts.
Internal governance should be discussed in supervisory colleges.

Transparency

Transparency is a key principle, but participants questioned its practicality, especially for large groups with many subsidiaries.
The Guidebook requires transparency in the internal governance system of subsidiaries, though it acknowledges the challenges for large groups.
Compliance with CRD Pillar 3 disclosure requirements is also necessary for transparency in risk management.

Management Body Composition

The Guidebook does not provide specific guidelines on assessing the composition of the management body, but institutions must establish internal policies.
The requirement for independent board members in subsidiaries was debated, with some participants arguing that it may not be necessary.
National requirements, such as those in Ireland, may be stricter than the Guidebook’s recommendations.
The term "management body" is used instead of "senior management," and the management function is not limited to executive members.
There was concern about the feasibility of meeting meeting participation requirements for global boards.

Internal Control and Risk Management

Internal control functions can still be supported by external companies or outsourced.
The Outsourcing Guidelines remain valid alongside Principle 14 of the Guidebook.
Internal audit functions must remain independent and cannot outsource to other internal control functions.
The Guidebook aims to have a single internal control function overseeing all risks, and CEBS will review the wording for clarity.

Additional Comments

Participants welcomed the inclusion of principles related to IT and Business Continuity Management.
The Czech National Bank suggested more harmonisation between governance rules for financial institutions and insurance companies.

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