6.1 Organisational framework

The management body of an institution should ensure a suitable and transparent organisational and operational structure for that institution and should have a written description of it. The structure should promote and demonstrate the effective and prudent management of an institution at individual, sub-consolidated and consolidated levels. The management body should ensure that the internal control functions are independent of the business lines they control, including that there is an adequate segregation of duties, and that they have the appropriate financial and human resources as well as powers to effectively perform their role. The management body should also ensure that the institution maintains at all times sufficient substance to satisfy the conditions of its authorisation as defined by Commission Delegated Regulation (EU) 2022/2580 and Commission Implementing Regulation (EU) 2022/2581, and does not become ‘empty shells’ or ‘letter - box entities’, including when using third-party arrangements, or executing back-to-back transactions or any other service agreement with its head undertaking, if applicable.

Mapping of duties

Institutions should draw up, maintain and update, in accordance with Article 88(3) of Directive 2013/36/EU, in a single set of documents or a repository, a mapping of the individual duties of the persons within the institution who are part of the governance arrangements as referred to in Article 74(1) of Directive 2013/36/EU. The mapping of duties should be appropriate for the size and nature, organisational structure and complexity of the institution and enable it to identify any gaps between the roles and the activities covered by the institution, ensuring a clear understanding of how the management and internal governance arrangements of the institution are structured and operate.

The management body should approve the mapping of duties. The mapping should be submitted to the competent authorities in due time upon request. The mapping of duties should be available for each institution at individual level and, where applicable, at consolidated and sub-consolidated level. Within groups, institutions may hold the needed information in central systems as long as subsidiaries can access the information relevant to them.

The mapping of duties should be coherent with the individual statements of roles and duties as referred to in paragraph 75. It should:

• a. provide a clear overview how roles and duties allocated in an individual statement fit into the overall management body responsibilities and governance arrangements as referred to in Article 74(1) of the CRD; and
• b. include sufficient information to allow the identification of any gaps between the individual roles and the activities of the institution.

The mapping of duties³³ should include:

• a. a summary of roles, indicating also whether the role is split between two or more persons, and duties of all members of the management body, senior management and key function holders;
• b. information on how the management body both in its management function and in its supervisory function and its committees contribute to the decision-making of the management body or bodies;
• c. the details of the reporting lines of the members of the management body in its management function, senior management and key function holders, including their relationships with committees within the institution and, if applicable, other reporting lines within institutions of the group.

Individual statements

³³ An Annex with a non-mandatory template has been provided. Institutions may decide to use it, adapting it to their own specificities.

Without prejudice to the overall responsibility of the management body, the individual statements should set out the individual roles and duties and what they entail for each member of the management body in its management function, each member of senior management and each key function holder.

• a. Institutions should ensure that each member of the management body in its management function, each member of senior management and each key function holder has a documented statement of their individual role and the allocated duties. The statement should be concise but sufficiently detailed to ensure clarity of the individual’s responsibilities .
• b. The allocation of role(s) and duties in the individual statements does not exempt any member of the management body in its management function from their collective roles and duties as members of the management body. Where a member of the management body in its management function, a member of senior management or a key function holder holds more than one role within the same institution, only one statement of roles and duties is required. Where roles are held in more than one institution, including within a group, an individual statement should be drawn up for each institution.
• c. The individual statement of roles and duties should be kept up to date taking into account the review of the mapping of duties and be signed by the individual it applies to and submitted to competent authorities upon request in accordance with Article 88(3) of Directive 2013/36/EU.

The institution should take appropriate measures to ensure that all individuals appropriately fulfil their duties.