General description

Following the international financial crisis 2007-2009 the issue of bank’s good corporate governance attracted pronounced interest. The link between poor corporate governance practices and excessive risk taking as well as the particularities of bank’s governance in comparison with the governance of non-financial firms resulted in the establishment of new regulatory requirements concerning on the one hand the requirements which should be fulfilled by the management bodies and on the other hand the enhancement of three other areas of governance: remuneration, risk management and internal control.

Moreover, banking supervisors have taken up the issue both at international level through the Basel Committee on Banking Supervision as well as at European and national level. As a result, the corporate governance framework of banks and investment firms consists of specific and detailed legislative rules (CRD IV and MiFID II) and guidelines issued from the European Banking Authority (EBA), the European Securities and Markets Authority (ESMA), the European Central Bank (ECB) and the national supervisory authorities. Furthermore, specific rules such as “Say-on-pay” are included in the recently adopted Shareholder’s Directive.

Purpose of the seminar

The systematic review of the relevant legislative rules (CRD IV, MiFID II and the relevant delegated acts, guidelines and directives) and their supervisory assessment by the relevant competent authorities, including the ECB, on:

• the tasks of the management body and senior management,
• the composition, organisation and functioning of the management body,
• the competences of its members and the conditions to be fulfilled by them,
• the requirements on the nomination, selection and succession of members of the management body,
• the committees which should be established, their composition and their duties, and
• the role and responsibilities of the company secretary,
• the remuneration framework (remuneration policies, fixed and variable elements of remuneration, the say-on-pay rule),
• the risk management framework,
• the compliance framework, and
• the internal control framework.

Expected learning outcomes

The expected learning outcomes of the seminar:

• Acquisition of special knowledge on the legislative requirements in the field of corporate governance of credit institutions and investment firms
• Ability in addressing practical problems and related risks

Who should attend

• Directors and members of the board
• Senior managers
• compliance officers
• lawyers
• company secretaries
• Risk officers