Annex I – aspects to take into account when developing an internal governance policy

In line with Title III, investment firms should consider the following aspects when documenting internal governance policies and arrangements:

1. Shareholder structure

2. Group structure, if applicable (legal and functional structure)

3. Composition and functioning of the management body

• a) selection criteria including how diversity is taken into account
• b) number, length of mandate, rotation, age
• c) independent members of the management body
• d) executive members of the management body
• e) non-executive members of the management body
• f) internal division of tasks, if applicable

4. Governance structure and organisation chart (with impact on the group, if applicable)

• a) specialised committees
• i. composition
• ii. functioning
• b) executive committee, if any
• i. composition
• ii. functioning

5. Key function holders

• a) head of the risk management function
• b) head of the compliance function
• c) head of the internal audit function
• d) chief financial officer
• e) other key function holders

6. Internal control framework

• a) description of each function, including its organisation, resources, stature and authority

7. Description of the risk strategy and risk management framework 8. Organisational structure (with impact on the group, if applicable)

• a) operational structure, business lines, and allocation of competences and responsibilities
• b) outsourcing
• c) range of products and services
• d) geographical scope of business
• e) provision of services under the regime of freedom of provision of services
• f) branches
• g) subsidiaries, joint ventures, etc.
• h) use of offshore centres

9. Code of conduct and behaviour (with impact on the group, if applicable)

• a) strategic objectives and company values
• b) internal codes and regulations, including anti money laundering and counter terrorism financing policies
• c) conflict of interest policy
• d) whistleblowing

10. Status of the internal governance policy, with date

• a) development
• b) last amendment
• c) last assessment
• d) approval by the management body.

1. Overview

1.1 References

1.2 Identified Requirements

1.3 Related Standards

2. Identified Requirements

3. Related Standards

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