Title VII – transparency

Strategies, policies and procedures should be communicated to all relevant staff throughout an investment firm. An investment firm ’s staff should understand and adhere to policies and procedures pertaining to their duties and responsibilities.

Accordingly, the management body should inform and update the relevant staff about the investment firm ’s strategies and policies in a clear and consistent way, at least to the level needed to carry out their particular duties. This may be done through written guidelines, manuals or other means.

Where parent undertakings are required by competent authorities under Article 44 of Directive (EU) 2019/2034 to publish annually a description of their legal structure and governance and the organisational structure of the group of investment firms, the information should include all entities within the group structure as defined in Directive (EU) 2013/34³⁶ , by country.

³⁶ Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19)

The publication should include at least:

• a. an overview of the internal organisation of the investment firm and the group structure as defined in Directive (EU) 2013/34 and changes thereto, including the main reporting lines and responsibilities;
• b. any material changes since the previous publication and the date of the material change;
• c. new legal, governance or organisational structures;
• d. information on the structure, organisation and members of the management body, including the number of its members and the number of those qualified as independent, and specifying the gender and duration of the mandate of each member of the management body;
• e. the key responsibilities of the management body;
• f. a list of the committees of the management body in its supervisory function and their composition;
• g. an overview of the conflicts of interest policy applicable to the investment firm and to the management body;
• h. an overview of the internal control framework; and
• i. an overview of the business continuity management framework.