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e-book The CFOs Guide to Good Corporate Governance

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The Finance Director as company secretary?

As such, the guidelines should take up the possibility for significant institutions — potentially subject to approval of the competent authority — not to set up the required committees in case 1 the size of the total board is limited and a. In such cases, in addition to the general requirement for the management body in its supervisory function as a whole of being responsible to deal with the matters otherwise being delegated to the committees, it should potentially be requested to include the topics to the ordinary agenda of the regular board meetings and devote a substantial amount of time to the matters concerned.

The CFO's Guide to Good Corporate Governance

The implementation of a committee consisting by national law of all members of the management body in its supervisory function should not be mandatory irrespective of the significance of the institution. The wording of paragraph 47 of the draft guidelines creates some doubts whether or not the tasks listed are really in scope of the management body in its supervisory function or are not only in the responsibility of the management body in its executive function.

Question 4: Are the guidelines in Title II regarding the internal governance policy, risk culture and business conduct appropriate and sufficiently clear? We agree in principle to the proposal on the internal governance policy as laid out in chapter 7 of the draft guidelines. However, in our view paragraph 73 of the draft guidelines is too prescriptive in requiring a periodical review by the management body in its supervisory function of the design, implementation and effectiveness of the governance policy taking into account the recommendation from the relevant internal committees or the internal audit function.


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Therefore, DBG asks to delete this requirement. Moreover, policies are only general guidelines, which set up the framework for any implementation measure.

Corporate Governance

Hence, the outsourcing policy can only set risk considerations and overall risk appetite and other general risk guidelines. The policy cannot consider the impact of any given specific outsourcing on the risk of the company. As such, in our view, the first sentence of paragraph is going beyond the content of a policy. Question 5: Are the guidelines in Title III regarding the principle of proportionality appropriate and sufficiently clear?

No specific comment. Question 6: Are the guidelines in Title IV regarding the internal control framework appropriate and sufficiently clear? The head of the internal audit function in general is accountable to the man-agement body. However, according to national law this may be either the man-agement body in its executive or in its non-executive function.

The mandatory accountability to the management body in its supervisory function as proposed in paragraph of the draft guidelines therefore cannot be accepted. Similarly, we have doubts that the direct access of the RMF to the management body in its supervisory functions and to the committees as outlined in paragraph of the draft guidelines is compatible with national law in all cases and espe-cially in a 2-tier structure. Again, at least a reference to the limitations of national law should be made.

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The same holds true related to the communication of the management body in its supervisory function and the head of the risk manage-ment function as requested by paragraph of the draft guidelines and related to the Compliance Officer or Head of Compliance in paragraph of the draft guidelines. We strongly disagree to the magnitude of the proposed rights of the head of risk management in regards to challenging decisions taken by the management body as proposed in paragraph of the draft guidelines. The management body in its executive function is ultimately responsible for the management of the company and it is liable towards shareholders and competent authorities.

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As such, a veto right of a senior manager not being part of the management body or a single member of the management body in its executive function does not seem to be appropriate. Especially with regard to situations where the Chief Risk Officer is not part of the management body this is most likely in conflict with national law. We even doubt that a dedicated veto in this regard for a CRO being part of the management body is a suitable approach. However, EBA should keep in mind that es-pecially with regards to risk decisions there may be not much time to extend the decision process on the timeline and as such, any additional step considered should be carefully weighted out against the additional risk it creates as such and should also be made under the caveat that this is allowed under national law.

As this is a very strong change, we furthermore express our concerns that such strong change can be introduced by an EBA guideline but rather recommend to make this a level 1 consideration and take it out of the guidelines. Finally, the requirement in paragraph of the draft guidelines seems to be too prescriptive.


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  • In our view, it is in general and especially in most 2-tier structures not the management body in its supervisory function who should oversee the implementation of a well-documented compliance policy, which should be communicated to all staff. This is more a day-to-day business and as such rather under the responsibility of the management board in its executive function. Question 7: Are the guidelines in Title V regarding transparency of the organization of the institution appropriate and sufficiently clear? We consider the listed topics of the publication of the annually description of the legal structure and governance and organisational structure of the group of institutions within paragraph of the draft guidelines as overshooting.

    Putting a solid line between Andy Fastow or any other CFOs and the audit committee is unlikely to change his or their behavior. If a CFO is operating outside the bounds of policy or law or GAAP and is willing to lie to the board about it, I doubt that he or she would be overly concerned about whether the line being crossed is dotted or solid.

    Third and most important : It will do great harm.

    What it is:

    The board would be none the wiser, and the CEO and the firm would be far the poorer if that happened. Sure, there were excesses. And reform was required. And, with Sarbanes-Oxley, reforms were initiated.

    Corporate Governance

    Admittedly, those reforms were not perfect. But the continued push of for-profit industry watchdogs to impose their views on the day-to-day management of corporations is nothing but a misguided attempt to differentiate themselves within their own marketplace — to try to justify their fees by providing additional value-added services. Certainly, let the board, and the audit committee, spend all the time they need, in whatever setting they choose, getting whatever reports they request and asking whatever questions they need to ask. Let them continue to expect nothing but straightforward, honest answers, and let all CFOs know that their jobs depend on being candid and honest.